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Blue Star Ltd Interim / Quarterly Report 2024

Jan 30, 2024

61425_rns_2024-01-30_a6a016ae-5bda-4df3-b745-6dc70bd6da41.pdf

Interim / Quarterly Report

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P January 30, 2024

BSELimitedPhirozeJeejeebhoyTowers,DalalStreet,Mumbai–400001 NationalStockExchangeofIndiaLtdExchangePlaza,C-1,BlockG,BandraKurlaComplex,Bandra(East),Mumbai–400 051
BSEScripCode:500067 NSESymbol:BLUESTARCO

Dear Sir/Madam,

Sub.: Outcome of the Board Meeting under Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the 'Listing Regulations')

With reference to our letter dated December 27, 2023, and in accordance with Regulation 30 of the Listing Regulations, we hereby inform you that the Board of Directors (the 'Board') at its Meeting held today, i.e., Tuesday, January 30, 2024, have inter alia transacted the following businesses:

1. Financial results

Approved the Un-audited Standalone and Consolidated Financial Results (with limited review report) for the Third Quarter and Nine Months ended December 31, 2023, pursuant to Regulation 33 of the Listing Regulations.

The copies of aforesaid Financial Results along with the Limited Review Reports are enclosed herewith as "Annexure – I"

2. Appointment of two Independent Directors

Based on the recommendation of the Nomination and Remuneration Committee, approved appointment of Mr G Murlidhar (DIN: 03601196) and Mr Vipin Sondhi (DIN: 00327400) as Additional Directors designated as Independent Directors of the Company for a term of five consecutive years effective January 30, 2024, subject to the approval of Members of the Company.

The Company shall seek the approval of Shareholders through postal ballot.

The details as required under Regulation 30 of the Listing Regulations read with SEBI Circular SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023, are enclosed herewith as "Annexure – II".

3. Completion of tenure of Mr Shailesh Haribhakti as the Chairman and as an Independent Director of the Company

The Board has taken note that tenure of Mr Shailesh Haribhakti as the Chairman and as an Independent Director of the Company shall complete on March 31, 2024.

4. Elevation of Mr Vir S Advani as the Chairman of the Board and his re-designation as Chairman & Managing Director

Based on the recommendation of the Nomination and Remuneration Committee, approved the elevation of Mr Vir S Advani as the Chairman of the Board and his re-designation as "Chairman & Managing Director" with effect from April 1, 2024.

The meeting commenced at 10:00 a.m. and concluded at 3:05 p.m.

Kindly take the same on record.

The above information is also available on the website of the Company at www.bluestarindia.com

Thanking you, Yours faithfully, For Blue Star Limited

RAJESH DIGAMBAR PARTE Digitally signed by RAJESH DIGAMBAR PARTE Date: 2024.01.30 15:11:56 +05'30'

Rajesh Parte Company Secretary & Compliance Officer Membership No.: A10700

Encl.: a/a

\172.16.31.16\Legal and Secretarial Documents(01) Blue Star Limited\2023-24\Stock Exchange Compliances\Reg 30 - Information and Update\8. Outcome of BM\4. January 30, 2024

Annexure - I

Deloitte Haskins & Sells LLP

Chartered Accountants One International Center Tower 3, 32nd Floor Senapati Bapat Marg Elphinstone Road (West) Mumbai – 400 013 Maharashtra, India Tel: +91 22 6185 4000 Fax: +91 22 6185 4001

INDEPENDENT AUDITOR'S REVIEW REPORT ON REVIEW OF INTERIM CONSOLIDATED FINANCIAL RESULTS

TO THE BOARD OF DIRECTORS OF BLUE STAR LIMITED

    1. We have reviewed the accompanying Statement of Unaudited Consolidated Financial Results of BLUE STAR LIMITED (the "Parent") and its subsidiaries (the Parent and its subsidiaries together referred to as the "Group"), and its share of net profit after tax and total comprehensive income of its joint ventures for the quarter and nine months ended December 31, 2023 (the "Statement") being submitted by the Parent pursuant to the requirements of Regulation 33 and Regulation 52 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.
    1. This Statement, which is the responsibility of the Parent's Management and approved by the Parent's Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in the Indian Accounting Standard 34 "Interim Financial Reporting" ("Ind AS 34"), prescribed under Section 133 of the Companies Act, 2013 read with relevant rules issued thereunder and other accounting principles generally accepted in India, and in compliance with Regulation 33 and Regulation 52 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended. Our responsibility is to express a conclusion on the Statement based on our review.
    1. We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410 "Review of Interim Financial Information Performed by the Independent Auditor of the Entity", issued by the Institute of Chartered Accountants of India (ICAI). A review of interim financial information consists of making inquiries, primarily of Parent's personnel responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Standards on Auditing specified under Section 143(10) of the Companies Act, 2013 and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.

We also performed procedures in accordance with the circular issued by the SEBI under Regulation 33(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, to the extent applicable.

  1. The Statement includes the results of the following entities:

Parent:

Blue Star Limited

Subsidiaries:

  • i) Blue Star Engineering and Electronics Limited
  • ii) Blue Star Climatech Limited
  • iii) Blue Star Qatar WLL
  • iv) Blue Star International FZCO
  • v) Blue Star Systems and Solutions LLC
  • vi) BSL AC&R (Singapore) PTE. LTD
  • vii) Blue Star North America Inc.

  • viii)Blue Star Europe B.V.
  • ix) Blue Star Innovation Japan LLC
  • x) Blue Star Air Conditioning & Refrigeration (U) Limited

Joint Ventures:

  • i) Blue Star M & E Engineering (Sdn) Bhd.
  • ii) Blue Star Oman Electro-Mechanical Co. LLC

Regd. Office. One International Center, Tower 3, 32nd Floor, Senapati Bapat Marg, Elphinstone Road (West), Mumbai – 400 013, Maharashtra, India. (LLP Identification No. AAB-8737)

. Deloitte Haskins & Sells LLP

    1. Based on our review conducted and procedures performed as stated in paragraph 3 above and based on the consideration of the review reports of the other auditors referred to in paragraph 6 below, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with the recognition and measurement principles laid down in the aforesaid Indian Accounting Standard and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in terms of Regulation 33 and Regulation 52 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, including the manner in which it is to be disclosed, or that it contains any material misstatement.
    1. We did not review the interim financial information | financial results of five subsidiaries included in the unaudited consolidated financial results, whose interim financial information | financial results reflect total revenues of ₹ 135.29 crore and ₹ 356.10 crore for the quarter and nine months ended December 31, 2023 respectively, total net profit | (loss) after tax of ₹ 4.14 crore and ₹ (1.63) crore for the quarter and nine months ended December 31, 2023 respectively, total comprehensive income| (loss) of ₹ 4.14 crore and ₹ (1.63) crore for the quarter and nine months ended December 31, 2023 respectively, as considered in the Statement. These interim financial information | financial results have been reviewed by other auditors whose reports have been furnished to us by management.

These subsidiaries are located outside India whose interim financial information | financial results have been prepared in accordance with accounting principles generally accepted in their countries and which have been reviewed by their respective auditors under generally accepted standards on review engagements applicable in their respective countries. The Company's management has converted the interim financial information | financial results of these subsidiaries from accounting principles generally accepted in respective countries to accounting principles generally accepted in India. We have reviewed these conversion adjustments made by the Company's management. Our conclusion on the Statement, in so far as it relates to the amounts and disclosures included in respect of these subsidiaries, is based solely on the reports of the other auditors, the conversion adjustments prepared by the Management of the Company and reviewed by us, and the procedures performed by us as stated in paragraph 3 above.

Our conclusion on the Statement is not modified in respect of this matter.

  1. The consolidated unaudited financial results includes the unaudited financial information | financial result of three subsidiaries which have not been reviewed by its auditors, whose financial information | financial result reflects total revenue of ₹ Nil and ₹ Nil for the quarter and nine months ended December 31, 2023 respectively, total net loss after tax of ₹ 5.93 crore and ₹ 8.26 crore for the quarter and nine months ended December 31, 2023 respectively, total comprehensive loss of ₹ 5.93 crore and of ₹ 8.26 crore for the quarter and nine months ended December 31, 2023 respectively, as considered in the Statement. The financial information | financial results of these subsidiaries have not been reviewed by their auditors, as informed to us by the Management.

The consolidated unaudited financial results also includes (i) the Group's share of net profit after tax of ₹ 0.10 crore and ₹ 0.14 crore for the quarter and nine months ended December 31, 2023 respectively and total comprehensive income of ₹ 0.10 crore and ₹ 0.14 crore for the quarter and nine months ended December 31, 2023 respectively, as considered in the Statement, in respect of a joint venture based on its interim financial information | financial results, and (ii) the Group's share of profit | loss after tax of ₹ Nil and ₹ Nil for the quarter and nine months ended December 31, 2023 respectively and total comprehensive income of ₹ Nil and ₹ Nil for the quarter and nine months ended December 31, 2023, as considered in the statement, in respect of a joint venture whose carrying amount of investment is fully provided for by the Group. The financial information | financial results of these joint ventures have not been reviewed by their auditors, as informed to us by the Management.

. Deloitte Haskins & Sells LLP

According to the information and explanations give to us by the Management, these interim financial information | financial results are not material to the Group.

Our Conclusion on the Statement is not modified in respect of the above matters including our reliance on the interim financial information | financial results certified by the Management.

For DELOITTE HASKINS & SELLS LLP

Chartered Accountants Firm's Registration No. 117366W/W-100018

Place : Calicut Date : January 30, 2024

Ketan Vora Partner (Membership No. 100459) (UDIN: 24100459BKFAPN7817)

BLUE STAR LIMITE
-- -- -------------------------

BLUE STAR LIMITEDRegistered Office : Kasturi Buildings, Mohan T. Advani Chowk, Jamshedji Tata Road, Mumbai 400 020,CIN No.: L28920MH1949PLC006870, Telephone No +91 22 6665 4000, Fax No. +91 22 6665 4152UNAUDITED CONSOL

$\bar{z}$

₹ in Crores
Sr.No. PARTICULARS QUARTERENDED(UNAUDITED) QUARTERENDED(UNAUDITED) QUARTERENDED(UNAUDITED) NINEMONTHSENDEDUNAUDITED) NINEMONTHSENDED(UNAUDITED) YEAR ENDED(AUDITED)
31.12.2023 30.09.2023 31.12.2022 31.12.2023 31.12.2022 31.03.2023
incomeRevenue from operations 2,241,19 1,890.40 1,794.17 6,357.59 5,353.49 7,977.32
Other income 12.67 12.96 5.16 35,03 24.22 30.87
Total Income 2,253.86 1,903.36 1,799.33 6,392.62 5,377.71 8,008.19
$\mathbf{2}$ Expenses
a) Cost of materials consumed (including direct project andservice cost) 1,409.76 974.25 1,215.39 3,631.27 3,423.39 5,020.14
b) Purchase of stock-in-tradec) Changes in inventories of finished goods, stock-in-trade andwork-in-progress 398.94(109.25) 398.5748.95 262,09(85.42) 1,260.22(38.07) 847.48(101.86) 1,346.86(185.33)
d) Employee benefits expense 185,26 173.32 144.64 519.75 421.71 591.44
e) Finance cost 10.24 17.65 13.92 45,89 36.63 54.70
f) Depreciation and amortisation expense 23.49201.13 23.01 15.55 69.29 62.06 84.78
g) Other expensesTotal expenses 2,119.57 172.621,808.37 152.761,718.93 561.386,049.73 449.165,138.57 711.437,624.02
$\mathbf{R}$ Profit before share of profit / (loss) of joint ventures, exceptional itemsand tax $(1-2)$ 134.29 94,99 80.40 342.89 239,14 384,17
Share of profit/(loss) of joint ventures 0.10 0.04 (0.35) 0.14 (0.87) 0.40
5 Profit before exceptional items and tax (3+4) 134,39 95.03 80.05 343.03 238,27 384,57
67 Exceptional items (refer note 6)Profit before tax (5+6) 134.39 95.03 80.05 343.03 238.27 170.81555.38
8 Tax expense
i) Current tax 27.19 30.32 19.96 86.07 62.78 135.03
ii) Deferred tax 6.74 (6.06) 1.68 2.36 0.09 19.66
Total tax expense 33.93 24.26 21.64 88,43 62,87 154.69
9 Profit for the period / year, (7-8) 100.46 70.77 58.41 254.60 175.40 400.69
Other comprehensive income/(loss)
A. (i) Items that will not be reclassified to profit/(loss) (0.73) (0.68) (0.01) (1, 50) 0.44 (0.18)
(ii) Income tax relating to items that will not be reclassified toprofit/(loss) 0.16 0.17 (0.01) 0.35 (0.12) 0.06
B. (i) Items that will be reclassified to profit/(loss)(ii) Income tax relating to items that will be reclassified to 0.82 1.49 2.80 1.46 9.78 9.04
profit/(loss)
10 Other comprehensive income 0, 25 0,98 2,78 0.31 10.10 8,92
11 Total comprehensive income for the period / year (9+10) 100.71 71.75 61.19 254.91 185.50 409.61
$12 -$ Profits for the period attributable to:
- Owners of the Company 100.39 70.67 58.41# 254.41 175.210.19 400.46
13 - Non-controlling interestOther comprehensive income / (loss) for the period / year attributable to 0.07 0.10 0.19 0.23
- Owners of the Company 0,24 0.95 2,73 0.26 9,85 8,68
- Non-controlling interest 0.01 0.03 0.05 0.05 0.25 0.24
14 Total comprehensive income for the period / year attributable to :
- Owners of the Company 100,63 71.62 61.14 254.67 185.06 409.14
- Non-controlling interest 0.08 0.13 0.05 0.24 0.44 0.47
15 Paid up equity share capital (face value of the share - ₹. 2/- each) 41.12 41.12 19.26 41.12 19.26 19.26
16 Eamings per share (EPS) (in ₹.) (not annualised*) (refer note 4) $*4.89$ $*12.90$ 9.11
a) Basicb) Diluted *4.89 $*3.65$*3.65 3.03"3.03" *12.90 *9.11 20.8020.80
17 Net worth 2,452.19 2,351.55 1,105.97 2,452.19 1,105.97 1,330.05
18 Paid up debt capital / Outstanding debt 345.00 790.84 766.71 345.00 766.71 577.64
19 Capital redemption reserve 2.34 2.34 2.34 2.34 2.34 2.34
20 Reserve excluding revaluation reserves as per balance sheet of previousaccounting year ٠ 1,311.39
2122 Debt equity ratio 0.140.44 0.34*3.75 0.69*7.73 0.14$*0.68$ 0.69 0.431,96
23 Debt service coverage ratio (DSCR) (not annualised")Interest service coverage ratio (ISCR) (not annualised*) "23,34 $*8.04$ 8.35 *11,51 $^{\text{4.30}}$10.62 10.83
24 Current ratio 1.32 1.36 1,08 1.32 1,08 1.12
25 Long term debt to working capital $\blacksquare$ 0.22 0.80 $\overline{\phantom{a}}$ 0.80 0.55
26 Bad debts to account receivable ratio 0.02
27 Current liability ratio 0.970.06 0.930.13 0.920.16 0.970.06 0.920.16 0.930.11
2829 Total debt to total assets Debtors turnover (No. of days) 54.51 60.58 55.56 64,02 59,73 62,65
30 Inventory turnover (No. of days) 78.41 86.07 84.78 84.29 82,73 76,10
31 Operating margin (%) 6.93% 6.49% 5.84% 6.65% 5.86% 6,18%
32 Net profit margin (%) (After exceptional income) 4.46% 3.72% 3.25% 3.98% 3.26% 5.00%

$\sim$

Indicates amount less than ₹ 1 lakh.

$\bar{z}$

$\mathcal{A}$

$\ddot{\phantom{1}}$

$\mathcal{A}$

$\sim$

1 The Audit Committee has reviewed and the Soard of Directors has approved the above results at their respective meetings held on January 29, 2024 and January 30, 202-4, 2 Financial Results of Blue Star Limited (Standalone lnformaUon):

fin crore:s
STANDALONE
NINE MONTHS E
PARTICULARS AUDITED
31,12,2022 31.12.2023 31.1 31.03.2023
1 654.56 7,353.13
70.10 299.89 504.60
52.09 223.98 366.58
52.11 222.95 366.42

3 Additional disclosure as per Regulation 52(4) of SEBI (Listing Obligations and Disclosure Requirements), Regvlation 2015,

I The Company had allotted unsecured ,redeemable non~convertible debentures {NCDs) on June 1, 2020. The Company has made rull repayme41t of remaining NCD's of f 175 crore on June 01, 2023, The Company has listed Commerclal Papers on concerned Stock Ex-changes as on Oec&mbar 31, 2023,

ii Ratio Definitions :

Debt I Equily Ratio""' Total Debt (Non-current borrowings+ current borrowings)/ Equity

DSCR = (Earnings before Interest and Tax J / [lntetest expenses+ Principal repayments made during the period tor long term loans]

ISCR:.: [Earnings before Interest and Tax]/ Interest expenses

Net worth as per section 2(57) of th-e Companies Act 2013 Current Ratio= Current Assets I Current Llablllties

Long term debt to working capital= (NonCurrent Borrowings+ Current Maturities of NonMCurrent Borrowings] I [Current Assets !ess Current Uabi!ities (Excluding current maturities of noncurrent borrowings)}

Bad debts to Account receivable ratio= Sad debts I Average gross account receivable

Current liability ratio = Current liabilities/ Total liabHil!es

Total debt to tolal assets""' Total deb! (Non~currnnt borrowings + current borrowings)/ Tola I assets Debtors tu mover (no, of days) = Average Debtors for the period I Tum over for !he period X Number of days in reporHng period.

Inventory turnover (no, of days) = Average Inventory for the period I Cost of Goods Sold for the period X Number of days in reporting period.

Operating margin (%) = Operating EBITDA (Prom before tax .. Other income + Finance charges + OapreclaUon) / Revenue from operations X 100

Net profit margin(%):; Profil/{Loss} fot me period I Total income X 100

4 Pursuant to approval given by lts shareholders vlde postal ballol on June 08, 2023, the Company has issued 9,63, 13,866 fully paid up bonus equity shores of Rs, 2/- each in the ratio of 1 (One) equity share of Rs, 2/~ each for every 1 (One) existing share of Rs. 21- each during the nine months ended Dm!ember 31, 2023. Accordlngly, the earnings per share has been adjusted for periods'/ year and presented in accordance with Ind AS 33, Earnings Pct Share,

5 The Company ralsed capital or Rs.1,000 crore through Qualified Institutions Placement (~OlP") or equity shares, The Executive Management Committee or the Soard of Directors of the Company, at ils meeting held on September 22, 2023, approved Hrn allo1ment of 1,29,87,012 equity shares of race value Rs.2 eacil to eligible investors at a price Rs.770 per equity share (incltJding a premium or Rs.758 per equity sham}.

6 Exceptional items for respective quartets and year ended are.

6 Exceptional items for respective quartets and year ended are. fin Crores
NINE MONTHS ENDED YEAR ENDED
Exceptional Income UNAUDITED AUDITED
31.12.2023 31.12.2023 31.12.2022 31.03.2023
Profit on sale of freehold land which was classified as assets held for sale. 170.61
7 Previous periods'/ year's figures hnve been regrouped I reammged wherever llecessary.
Date : January 30, 2024
PJace : Mumbai ~~/~TED
www.bluestarindia.com Vir s. AdvaniVice Chairman and Managing Director{DIN: 015712781

BLUE STAR LIMITED

SEGMENT WISE REVENUE, RESULTS & CAPITAL EMPLOYED FOR THE QUARTER AND NINE MONTHS ENDED DECEMBER 31, 2023

fin Crores
Consolidated
Sr.No. PARTICULARS QUARTERENDED QUARTERENDED QUARTERENDED(UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) (UNAUDITED) NINEMONTHSENDED NINEMONTHSENDED YEAR ENDED(AUDITED)
31.12.2023 30.09.2023 31.12.2022 31.12.2023 31.12.2022 31.03.2023
I SEGMENT REVENUE
a. Electro - mechanical projects and commercial air conditioning systems 1,182,30 1,077.21 1,002.97 3,208.63 2,763.01 4,015.63
b. Unitary products 955.38 729.49 704.99 2,883.32 2,359.21 3,626.93
c. Professional electronics and industrial svstems 103.51 83.70 86.21 265.64 231.27 334.76
TOTAL SEGMENT REVENUE 2,241.19 1,890.40 1,794.17 6,357.59 5 353.49 7,977.32
II SEGMENT RESULTPROFIT BEFORE INTEREST & TAXa. Electro - mechanical projects and commercial air conditioning systems 96,66 65,28 71.68 228.56 177.57 276.78
b. Unitary products 67.93 61.61 51.83 218.88 175.36 282.31
c. Professional electronics and industrial systems 15.21 12.23 10.98 37,93 30.67 50.50
TOTAL SEGMENT RESULT 179.80 139.12 134.49 485.37 383.60 609.59
Less: i) Interest and other financial charges 10.24 17.65 13.92 45.89 36.63 54.70
ii) Un-allocable exoenditure 35.27 26.48 40.17 96.59 107.83 170.72
TOTAL PROFIT BEFORE SHARE OF PROFIT/(LOSS) OF JOINT VENTURE,
TAXATION AND EXCEPTIONAL ITEM 134.29 94.99 80.40 342.89 239.14 384.17
Share in profit/(loss) of joint ventures 0.10 0.04 (0.35) 0,14 (0.87) 0.40
Exceptional items 134.39 95.03 80.05 343.03 238.27 170.81555.38
PROFIT BEFORE TAX
Ill SEGMENT ASSETS
a. Electro - mechanical projects and commercial air conditioning systems 2,499.77 2,388.42 2,089.90 2,499.77 2,089.90 2,197.05
b. Unitary Products 2,453.29 2,156.70 1,707.39 2,453.29 1,707.39 2,153.34
c. Professional Electronics and Industrial Systems 201.64 216.40 254.55 201.64 254.55 223.64
d. Un-allocable coroorate assets 844.74 1,291.32 823.19 844.74 823.19 825.03
TOTAL SEGMENT ASSETS 5,999.44 6,052.84 4,875.03 5,999.44 4,875.03 5,399.06
IV SEGMENT LIABILITIES
a. Electro - mechanical projects and commercial air conditioning systems 1,815.61 1,791.78 1,594.09 1,815.61 1,594.09 1,805.77
b. Unitary Products 1,131.98 1,095.67 1,059.61 1,131.98 1,059.61 1,405.57
c. Professional Electronics and Industrial Systems 155.78 154.91 216.06 155.78 216.06 182.04
d. Un-allocable coroorate liabilities 439.89 655.01 895.55 439.89 895.55 671.84
TOTAL SEGMENT LIABILITIES 3,543.26 3,697.37 3,765.31 3,543.26 3,765.31 4,066.22

Note:

1 Based on the "management approach" as defined in Ind AS 108-Operating Segments, the Chief Operating Decision Maker evaluates the Company's performance and allocates resources based on an analysis of various performance indicators by business segments. Accordingly, information has been presented along these business segments.

2 Unitary product segment is seasonal in nature.

3 Previous periods'/ year's figures have been regrouped/ rearranged wherever necessary. -

Date : January 30, 2024

~iAR~~ For BLUE STAR LIMITED ..J .:::,i---=-.\ m: ¼ Jw ! '2- ;tJ/; ~ /1,/i Vir S. Advani --:--._/ \ // Place : Mumbai . r,, i., I'->/ Vice Chairman and Managing Director -_!. :_?;:.>>· (DIN: 01571278)

Deloitte Haskins & Sells LLP

Chartered Accountants One International Center Tower 3, 32nd Floor Senapati Bapat Marg Elphinstone Road (West) Mumbai – 400 013 Maharashtra, India Tel: +91 22 6185 4000 Fax: +91 22 6185 4001

INDEPENDENT AUDITOR'S REVIEW REPORT ON REVIEW OF INTERIM STANDALONE FINANCIAL RESULTS

TO THE BOARD OF DIRECTORS OF BLUE STAR LIMITED

    1. We have reviewed the accompanying Statement of Unaudited Standalone Financial Results of Blue Star Limited (the "Company"), for the quarter and nine months ended December 31, 2023 (the "Statement"), being submitted by the Company pursuant to the requirements of Regulation 33 and Regulation 52 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.
    1. This Statement, which is the responsibility of the Company's Management and approved by the Company's Board of Directors, has been prepared in accordance with the recognition and measurement principles laid down in the Indian Accounting Standard 34 "Interim Financial Reporting" ("Ind AS 34"), prescribed under Section 133 of the Companies Act, 2013 read with relevant rules issued thereunder and other accounting principles generally accepted in India, and in compliance with Regulation 33 and Regulation 52 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended. Our responsibility is to express a conclusion on the Statement based on our review.
    1. We conducted our review of the Statement in accordance with the Standard on Review Engagements (SRE) 2410 'Review of Interim Financial Information Performed by the Independent Auditor of the Entity', issued by the Institute of Chartered Accountants of India (ICAI). A review of interim financial information consists of making inquiries, primarily of the Company's personnel responsible for financial and accounting matters, and applying analytical and other review procedures. A review is substantially less in scope than an audit conducted in accordance with Standards on Auditing specified under section 143(10) of the Companies Act, 2013 and consequently does not enable us to obtain assurance that we would become aware of all significant matters that might be identified in an audit. Accordingly, we do not express an audit opinion.
    1. Based on our review conducted as stated in paragraph 3 above, nothing has come to our attention that causes us to believe that the accompanying Statement, prepared in accordance with the recognition and measurement principles laid down in the aforesaid Indian Accounting Standard and other accounting principles generally accepted in India, has not disclosed the information required to be disclosed in terms of Regulation 33 and Regulation 52 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, including the manner in which it is to be disclosed, or that it contains any material misstatement.

For DELOITTE HASKINS & SELLS LLP

Chartered Accountants Firm's Registration No. 117366W/W-100018

Ketan Vora Partner (Membership No. 100459) (UDIN: 24100459BKFAPM4437)

Place : Calicut Date : January 30, 2024 BLUE STAR LIMITED

Ety Hegistered Office : Kasturi Buildings, Mohan T. Advani Chowk, Jamshedji Tata Road, Mumbai 400 020,CIN No.: L28920MH1949PLC006870, Telephone No +91 22 6665 4000, Fax No. +91 22 6665 4152UNAUDITED STANDALONE FINANCIAL

$1.4$ 40 $-$ 1.1 $-$ 1.1 $-$ 1.1 $-$ 1.1 $-$ 1.1 $-$ 1.1 $-$ 1.1 $-$ 1.1 $-$ 1.1 $-$ 1.1 $-$ 1.1 $-$ 1.1 $-$ 1.1 $-$ 1.1 $-$ 1.1 $-$ 1.1 $-$ 1.1 $-$ 1.1 $-$ 1.1 $-$ 1.1 $-$ 1.1 $-$ 1.1 $-$ 1.1 $-$ 1.1 $-$ 1.1 $-$ 1.1 $-$ ₹ in Crores
Sr. PARTICULARS QUARTERENDED QUARTERENDED QUARTERENDED NINE MONTHSENDED NINE MONTHSENDED YEAR ENDED(AUDITED)
No. (UNAUDITED)31.12.2023 (UNAUDITED)30.09.2023 (UNAUDITED) (UNAUDITED) (UNAUDITED)
31.12.2022 31.12.2023 31.12.2022 31.03.2023
1 Income
Revenue from operations 2,054.86 1,740,86 1,654.56 5.876.36 4,926,36 7.353.13
Other income 9,73 12.49 5.53 31.71 23.07 29.83
Total income 2,064.59 1,753.35 1,660.09 5,908.07 4,949.43 7,382.96
$\overline{2}$ Expenses
a) Cost of materials consumed (including direct project andservice cost) 1,376.50 1,056.19 1,178.19 3,574.39 3,307.50 4,778.37
b) Purchase of stock-in-trade 293.88 225.48 191.87 1,009.15 631,87 1,135.04
c) Changes in inventories of finished goods, stock-in-trade andwork-in-progress (71.06) 49.30 (77.40) (4.36) (73.71) (149.59)
d) Employee benefits expense 149.52 139,69 123.68 419.37 356.05 496.35
e) Finance cost 11.26 16.03 15.86 42.64 42.32 58.18
f) Depreciation and amortisation expense 17.79 17.66 14.76 53.42 60.16 80.34
g) Other expenses 183.84 155.42 143.03 513.57 423.12 650.48
Total expenses 1,961.73 1.659.77 1,589.99 5,608.18 4,747.33 7.049.17
3 Profit before exceptional items & tax (1-2) 102,86 93.58 70.10 299.89 202.10 333.79
4 Exceptional items (Refer note 5) ٠ $\blacksquare$ 170,81
5 Profit before tax (3+4) 102.86 93.58 70.10 299.89 202.10 504.60
6 Tax expense
i) Current tax 22.05 26.46 16.41 73.86 52.53 118.13
ii) Deferred tax 4,12 (3.10) 1.60 2.05 0.05 19.89
Total tax expense 26.17 23.36 18,01 75.91 52.58 138.02
7 Profit for the period/year, (5-6) 76.69 70.22 52.09 223.98 149.52 366.58
Other comprehensive income
(i) Items that will not be reclassified to profit/(loss) (0.66) (0.63) 0.03 (1.37) 0.48 (0.22)
(ii) Income tax relating to items that will not be reclassified toprofit and loss 0, 16 0.16 (0.01) 0.34 (0.12) 0.06
8 Other comprehensive income (0.50) (0.47) 0.02 (1.03) 0.36 (0.16)
9 Total comprehensive income for the period / year (7+8) 76.19 69.75 52.11 222,95 149.88 366,42
10 Paid up equity share capital (Face value of the share - ₹ 2/- each) 41.12 41.12 19,26 41.12 19.26 19.26
11 Earnings per share (EPS) (in ₹) (not annualised*) (Refer note 3)
a) Basicb) Diluted $-3.73$ 3.62 2,70 *11.35 7,76 19,03
12 Net worth 73.73 3.62 2.70 *11.35 7.76 19.03
13 Paid up debt capital / Outstanding debt 2,368.19417.14 2,292.00733.67 1,061.29685,20 2,368.19417.14 1,061.29685.20 1,277.83477.31
14 Capital redemption reserve 2.34 2.34 2.34 2,34 2.34 2.34
15 Reserve excluding revaluation reserves as per balance sheet of previousaccounting year 1,259.17
16 Debt equity ratio 0.18 0.32 0,65 0,18 0,65 0.37
17 Debt service coverage ratio (DSCR) (not annualised*) 0.70 $*8.60$ $*6.38$ $*0.93$ 1,13 1,73
18 Interest service coverage ratio (ISCR) (not annualised*) 14.52 $*8.60$ $*6.38$ 10.76 7.55 8.74
19 Current ratio 1.24 1.37 1.02 1.24 1.02 1,08
20 Long term debt to working capital $\bullet$ 0.14 0,73 $\omega$ 0.73 0.39
21 Bad debts to account receivable ratio $\blacksquare$ $\blacksquare$ $\tilde{\phantom{a}}$ $\omega$ $\ddot{\phantom{a}}$ 0,03
22 Current liability ratio 0.98 0.93 0.98 0.98 0.98 0.98
23 Total debt to total assets 0.07 0.13 0.16 0.07 0.16 0.10
24 Debtors turnover (No. of days) 51.47 56.78 48.88 60,21 54.39 58,25
25 Inventory turnover (No. of days) 75.36 86.32 85.94 80.53 84.61 77.26
26 Operating margin (%) 5.95% 6.59% 5,75% 6.20% 5,71% 6.02%
27 Net profit margin (%) (After exceptional income) 3.71% 4.00% 3.14% 3.79% 3.02% 4.97%

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1 The Audit Committee has. reviel.Ved and the Board of Directors has approved the above results at their respective meetings held on January 29, 2024 and January 30, 2024,

2 Additional disclosure as per Regulation 52(4) ofSEBI (listing Obtigations and Disclosure Requirements), Regulation 2015.

i The Company had allotted unsecured redeemable nonMconvertlble debentures (NCOs) on June 1, 2020, The Company has made full repayment of remaining NCD's off 175 crore on June 01, 2023. The Company has listed Commercial Papers on concerned Stock Exchanges as on December 3-1, 2023.

ii Ra1io Definitions :

Debt/ Equity Ratio= Total debt (non~current borro\Vings + current borro.'ings) / Equity

DSCR (Earnings before Interest and Tax l / [lnterest expenses+ Principal repayments m<iide during the period for long term loans}

ISCR = (Earnings before Interest and Tax}/ Interest expenses

Net worth as per sec1ion 2(57) of the Companies Act, 2013 Current Ratio::: Current Assets I Current Liabilities

long term debt to working capital; {NonCurrent Borrowings+ Current Maturities of Non-Current Borrowings]/ [Current Assets less Current liabilities (Excluding current maturities or noncurrent borroV¥ings)i

Bad debts to Account receivable ratio ; Bad debts/ Average gross account receivable

Currenl liability ratio= Current liabilities I Total liabilities

Total deb( to total assets; Total debt (non-current borrowings+ current borrowings} /Total assets

Debtors turnover (no. of days) = Average Deb1ors for the period I Turnover for the peliod X Number of days !n reporting period,

Inventory turnover {no. of days)= Average lnventory for the period/ Cost of Goods Sold for the period X Number of days in reporting period,

Operating margin(%)= Operating EB!TDA (Profit before tax-Other income+ Finance charges+ Depreciation)/ Revenue from operations X 100 Net profit margin(%)= Profit/(Loss) for the period I Toi.a! income X 100

3 Pursuant to approval given by the shareholders vide postal ballot on June 08, 2023, the Company has issued 9,63, 13.888 fully paid up bonus equity shares of Rs, 2/- each in the ratio of 1 (One) equity share of Rs. 2/- each for every 1 (One) existing equity share of Rs. 2/- each during the quarter ended June 30, 2023, Accordingly, the earnings per share has been adjusted for previous periods' I year and presented in accordance with Ind AS 33 ~ Eamings Per Share,

4 The Company raised capital of Rs.1,000 crores through Qualified Institutions Placement ("QIP") of equity shares. The Executive Management Committee of the Board of Directors of the Company, at its meeting held on September 22, 2023, approved the allotment of 1.29,87,012 equity shares of face value Rs.2 each to eligible investors at a price Rs.770 per equity share (Including a premium of Rs. 768 per equity share).

5 Exceptional item for respective quarters and vear ended are:
r in Crores
NINE MONTHS ENDED YEAR ENDED
{UNAUDITED) (AUDITED)
31.12.2023 31.12.2023 31.03.2023
170.81
(UNAUDITED). I QUARTER ENDEDI 30.os.2023 I 31.12.2022I I 31.12.2022. I

6 Previous: period's I years figures have been regrouped ! rearranged v.tierever necessary.

-- Date : January 30, 2024 [) ~'\AR,:'.~~ tv I ForSLUESTARUMITED Place : Mumbai ( 1 ]} ~ {~I--_ www.bluestarindia.com * V1r s. Advani i-;i-urv,e, 1>-\ Vice Chairman and Man.aging Director - {OIN : 01571278)

ANNEXURE - II

Details as required under the Listing Regulations read with SEBI Circular SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023

Disclosure details in relation to appointment of Mr G Murlidhar:

Sr. No. Particulars Description
1 Reasonforchangeviz.appointment,re-appointment,resignation, removal, death orotherwise Appointment of Mr G Murlidhar (DIN:03601196)asanAdditionalDirectordesignated as an Independent Director oftheCompany,subjecttoapprovalofshareholders.
2 Dateofappointment/re-appointment/cessation (asapplicable)&termofappointment/ re-appointment Appointmentforatermof5(five)consecutive years effectivefrom January30, 2024to January 29, 2029.
3 Brief profile Mr G Murlidhar is a finance professionalwith around 40 years of expertise acrossvariousindustriesincludinginsurance,financialservices,manufacturing,andpharma. He holds a bachelor's degree inphysics from Mumbai University, apartfrom beinga Chartered Account, CostAccountant and Company Secretary. HealsocompletedtheAdvancedManagement Programme from HarvardBusiness School, Boston, USA. In the firstpart of his career, Mr Murlidhar gainedexperience across a variety of businessesin manufacturing including engineering,electricalsafety,pharmaceutical,andglass manufacturing having worked withreputed companies such as Gujarat Glass(nowPiramalGlass),IonExchange,NicholasPiramalPharmaceuticalsandMDSSwitchgear(NowLegrand).Thereafter, in 2000, he transitioned tofinancial services and was the FoundingMember of Kotak Life Insurance where heplayed a significant role in spearheadingone of the fastest-growing life insurancecompanies in India and rose to become itsManagingDirector&ChiefExecutiveOfficer. Having worked at all levels in afinance function from accountant to head of

finance, Mr Murlidhar is passionate aboutdesigningtalentdevelopmentandperformance management processes thattransformteamsintohigh-performingcenters of excellence.
4 Disclosureofrelationshipsbetween directors (in case ofappointment of a director) None of the Directors of the Company areinter-se related to Mr G Murlidhar.
5 Information as required underBSEcircularNumberLIST/COM/14/2018-19andNSEcircularno.NSE/CML/2018/24datedJune 20, 2018 MrG Murlidhar is not debarred fromholding the office of Director pursuant toany SEBI Order or Order of any suchauthority.

Disclosure details in relation to appointment of Mr Vipin Sondhi:

Sr.No. Particulars Description
1 Reasonforchangeviz.appointment,re-appointment,resignation, removal, death orotherwise Appointment of Mr Vipin Sondhi (DIN:00327400)asanAdditionalDirectordesignated as an Independent Director oftheCompany,subjecttoapprovalofshareholders.
2 Dateofappointment/re-appointment/cessation (asapplicable)&termofappointment/ re-appointment Appointmentforatermof5(five)consecutive years effectivefrom January30, 2024 to January 29, 2029.
3 Brief profile Mr Vipin Sondhihas four decades ofexperienceintheManufacturingandEngineering arena. He holds a bachelor'sdegreeintechnologyinMechanicalEngineering from IIT Delhi and a PostGraduate Management Degree from IIM,Ahmedabad. Mr Sondhi has been theManagingDirector&ChiefExecutiveOfficer of Tecumseh India, JCB India andmost recently Ashok Leyland. He has alsoworked with other reputed organisationsincluding Escorts Group, Shriram HondaPower Equipment and Tata Iron & SteelCompany. Mr Sondhi has also held severalAdvisoryrolessuchasChairperson,NationalBoardforQualityPromotion,QualityCouncilofIndia;Member,

BLUE STAR

Blue Star Limited Band Box House, 4th Floor, 254 D, Dr Annie Besant Road, Worli, Mumbai 400 030, India. T: +91 22 6654 4000 F: +91 22 6654 4001 www.bluestarindia.com

Technology Advisory GrouptoEmpowered Technology Group (Appointedby Principal Scientific, Advisor to Govt. ofIndia) and Member, Consultative Group ofExperts on e-Mobility, Niti Aayog, Govt. ofIndia. In addition, he has been a past VicePresident, Society of India AutomobileManufacturers (SIAM) and on the Board ofseveral NGOs such as Bharatiya YuvaShakti Trust, Ananta Centre,andSasakawa India Leprosy Foundation.
4 Disclosure of relationshipsbetween directors (in case ofappointment of a director) None of the Directors of the Company areinter-se related to Mr Vipin Sondhi.
5 Information as required underBSE circularNumberLIST/COM/14/2018-19andNSE circular no.NSE/CML/2018/24 datedJune 20, 2018 Mr Vipin Sondhi is not debarred fromholding the office of Director pursuant toany SEBI Order or Order of any suchauthority.