Blue Star Ltd — Proxy Solicitation & Information Statement 2022

Oct 13, 2022

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

October 13, 2022

BSE LimitedPhiroze Jeejeebhoy Towers,Dalal Street,Mumbai -400 001	National Stock Exchange of India LtdExchange Plaza, C-1, Block G,Sandra Kurla Complex, Sandra (East),Mumbai -400 051
BSE Scrip Code: 500067	NSE Symbol : BLUESTARCO

Dear Sir/Madam,

Sub: Postal Ballot Notice - Disclosure under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the 'Listing Regulations')

Pursuant to Regulation 30 read with Schedule Ill of the Listing Regulations, we are enclosing herewith the Postal Ballot Notice dated October 11 , 2022 (the 'Notice'), together with Explanatory Statement which is being sent to the Members on their registered email address, seeking approval for the following Special Business as set out in the said Notice:

• Re-appointment of Mr Anil Harish (DIN: 00001685) as an Independent Director of the Company to hold office for a second consecutive term of five years commencing from November 22, 2022 to November 21, 2027

In compliance with the Ministry of Corporate Affairs circulars, physical copies of the Notice, postal ballot forms and pre-paid business envelopes are not being sent to Members for this Postal Ballot. Notice is being sent in electronic form only.

The remote e-voting period will commence on Saturday, October 15, 2022 (09:00 hours IST) and will end on Sunday, November 13, 2022 (17:00 hours IST). During this period, Members of the Company holding shares either in physical form or in dematerialised form, as on the cut-off date i.e. Tuesday, October 11, 2022, may cast their votes communicating assent or dissent by way of remote e-voting system only.

The results of Postal Ballot through remote e-voting shall be declared on or before Tuesday, November 15, 2022 at any time before 5:00 p.m.

The said information is also being made available on the website of the Company at www.bluestarindia.com.

Registered Office: Kasturi Buildings, Mohan T Advani Chowk, Jamshedji Tata Road, Mumbai 400 020, India. T: +91 22 6665 4000 F: +91 22 6665 4152. CIN: L 28920MH1949PLC 006870

Kindly take the same on records.

Thanking you, Yours faithfully, For Blue Star Limited

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RAJESH DIGAMB AR PARTE

Rajesh Parte Company Secretary & Compliance Officer Encl.: a/a

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BLUE STAR LIMITED

CIN: L28920MH1949PLC006870 Registered Office: Kasturi Buildings, Mohan T Advani Chowk, Jamshedji Tata Road, Mumbai 400 020. Tel: +91 22 6665 4000, +91 22 6654 4000; Fax: +91 22 6665 4151 Website: www.bluestarindia.com; Email: investorrelations@bluestarindia.com

POSTAL BALLOT NOTICE

Dear Member(s),

NOTICE is hereby given, pursuant to the provisions of Section 108, 110 and other applicable provisions, if any, of the Companies Act, 2013 (the "Act") read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 ("the Rules"), Regulation 44 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations"), read with General Circular No.14/2020 dated April 8, 2020, 17/2020 dated April 13, 2020, 20/2021 dated December 8, 2021 read with other relevant circulars including General Circular No. 3/2022 dated May 5, 2022 issued by the Ministry of Corporate Affairs (the "MCA Circulars") and any other applicable provisions, of the Act, rules, regulations, circulars and notifications (including any statutory modification(s), clarification(s) or reenactment(s) thereof for the time being in force), to transact the item of special business as set out in the Postal Ballot Notice proposed to be passed by the Members of Blue Star Limited ("the Company") through remote e-voting i.e. voting through electronics means.

The Board of Directors (the "Board') have appointed Mr Bharat R Upadhyay (Membership No. FCS 5436), failing him Mr Bhaskar Upadhyay (Membership No. FCS 8663) Partners of M/s N L Bhatia & Associates, Practicing Company Secretaries, as the Scrutinizer to conduct the Postal Ballot through remote e-voting process in a fair and transparent manner.

In compliance with the provisions of Section 108, 110 and other applicable provisions of the Act read with Rules framed thereunder, Regulation 44 of the Listing Regulations and Secretarial Standard–2 on General Meetings ("SS-2"), the Company has engaged National Securities Depository Limited ('NSDL'), an authorised agency, to provide remote e-voting facility to its Members. The procedure for remote e-voting is provided in the Notes to this Postal Ballot Notice.

In compliance with the requirements of MCA Circulars, the Company will send Postal Ballot Notice by email, only to those members who have registered their email addresses with the Company or depository/depository participants and the communication of assent/dissent of the members will only take place through the remote e-voting system. Hence, hard copy of the Postal Ballot Notice along with postal ballot forms and pre-paid business envelope is not being sent to the Members. Further, the Company has made necessary arrangements for the Members to register their email address. Therefore, those Members who have not yet registered their e-mail address are requested to register the same by following the procedure set out in the Notes to the Postal Ballot Notice.

After completion of scrutiny of the votes, the Scrutinizer will submit his Report to the Chairman, Vice Chairman & Managing Director, Managing Director, Group Chief Financial Officer, or Company Secretary & Compliance Officer of the Company ('officials'). The results of the voting conducted through postal ballot (through the remote e-voting process) along with Scrutinizer's Report will be announced by either of the aforesaid officials of the Company on or before Tuesday, November 15, 2022 at any time before 5 pm.

The Board of Directors of the Company now propose to obtain the consent of the members by way of Postal Ballot for the matters as considered in the Special Resolution appended below. The Explanatory Statement pursuant to Section 102, 110 and other applicable provisions, if any, of the Act pertaining to the said Resolution setting out material facts and the reasons for the Resolution is also annexed.

You are requested to peruse the proposed Resolution along with the Explanatory Statement and thereafter record your assent or dissent by means of remote e-voting facility provided by the Company.

SPECIAL BUSINESS

1. Re-appointment of Mr Anil Harish (DIN: 00001685) as an Independent Director of the Company

To consider and if thought fit, to pass, the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Section 149 and 152 of the Companies Act, 2013 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 (the 'Act') and Rules framed thereunder, and pursuant to Regulation 16 and other applicable provisions, if any, of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (the 'Listing Regulations') (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), and on the recommendation of the Nomination and Remuneration Committee and the Board of Directors of the Company, Mr Anil Harish (DIN: 00001685), who was appointed as an Independent Director to hold office till November 21, 2022, and in respect of whom the Company has received a notice from member proposing his candidature for the office of Director under Section 160 of the Act, and who has submitted a declaration that he meets the criteria of independence as prescribed under the Act and the Listing Regulations and being eligible for re-appointment as an Independent Director, be and is hereby re-appointed as an Independent Director of the Company to hold office for a second consecutive term of five years commencing from November 22, 2022 to November 21, 2027, not liable to retire by rotation, upon such remuneration as may be determined by the Board of Directors of the Company from time to time within the overall limits of remuneration under the Act;

RESOLVED FURTHER THAT the Board, be and is hereby authorised to do all such acts and take all such steps as may be necessary, proper or expedient to give effect to this Resolution."

BLUE STAR LIMITED By Order of the Board of Directors Kasturi Buildings Mohan T Advani Chowk Jamshedji Tata Road Rajesh Parte Mumbai 400 020 Company Secretary & Compliance Officer CIN: L28920MH1949PLC006870 Membership No.: A10700 Tel: +91 22 6665 4000 Fax: +91 22 6665 4151 Website: www.bluestarindia.com Email: investorrelations@bluestarindia.com

Date : October 11, 2022 Place : Mumbai

NOTES:

• 1. The relevant Explanatory Statement pursuant to Section 102 and 110 of the Act read with Rule 22 of the Rules setting out the material facts and reasons for the proposed Resolution of the Postal Ballot Notice is appended herein below for your consideration.
• 1. In compliance with the MCA Circulars, the Postal Ballot Notice along with the instructions regarding Remote e-Voting is being sent by email to all the Members, whose names appear on the Register of Members/List of Beneficial Owners as received from National Securities Depository Limited ('NSDL') and Central Depository Services (India) Limited ('CDSL') as on Tuesday, October 11, 2022, (the 'cut-off date') and who have registered their email addresses in respect of electronic holdings with the Depository through the concerned Depository Participants and in respect of physical holdings with the Company's Registrar and Share Transfer Agent, Link Intime India Private Limited ("RTA").
• 1. The remote e-voting period will commence on Saturday, October 15, 2022 (9:00 hours IST) and will end on Sunday, November 13, 2022, (17:00 hours IST). During this period, Members of the Company holding shares either in physical form or in demat form, as on the cut-off date i.e. October 11, 2022, may cast their vote electronically. The e-voting module shall be disabled by NSDL for voting thereafter and the voting shall not be allowed beyond the said date and time.
• 1. The voting shall be reckoned in proportion to a Member's share of voting rights on the paid-up share capital of the Company as on the cut-off date.
• 1. Pursuant to the applicable provisions of the Act and Rules framed thereunder and the Listing Regulations, the Company can serve notices, annual reports and other communication through electronic mode to those Members who have registered their e-mail addresses either with the Depository Participant(s) or the Company. Members who have not registered their e-mail addresses with the Company can now register the same by sending an e-mail to the RTA on

rnt.helpdesk@linkintime.co.in. Members holding shares in demat form are requested to register their e-mail addresses with their Depository Participant(s) only.

• 1. The Resolution, if approved by the requisite majority through Postal Ballot, shall be deemed to have been duly passed on Sunday, November 13, 2022 i.e. the last date specified by the Company for receipt of votes through the Remote e-Voting process.
• 1. A member cannot exercise his vote by proxy on Postal Ballot.
• 1. As required by Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014 read with the MCA Circulars and the Listing Regulations, the details pertaining to this Postal Ballot will be published in one English national daily newspaper circulating throughout India (in English language) and one regional daily newspaper circulating in Maharashtra (in vernacular language, i.e. Marathi).
• 1. In case of any query/grievance in connection with the Postal Ballot including evoting, Members may contact NSDL by e-mail at evoting@nsdl.co.in or the Company Secretary at the contact details given hereinabove or at investorrelations@bluestarindia.com.
• 1. The Postal Ballot Notice is also placed on the website of the Company www.bluestarindia.com, websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively and website of NSDL www.evoting.nsdl.com.
• 1. All documents referred to in the Postal Ballot Notice will also be available electronically for inspection, without any fee, to Members from the date of circulation of the Postal Ballot Notice up to the closure of the voting period. Members desirous of inspecting the documents referred to in the Notice or Statement may send their requests to investorrelations@bluestarindia.com from their registered e-mail addresses mentioning their names, folio numbers/DP ID and Client ID.
• 1. The results of the postal ballot will be placed on the Company's website at www.bluestarindia.com and on the website of NSDL at www.evoting.nsdl.com and will also be intimated to the Stock Exchanges where the shares of the Company are listed i.e. BSE Limited and National Stock Exchange of India Limited, in accordance with the provisions of Listing Regulations. The Company will also display the results of the postal ballot at its registered office as well as corporate office.

NOTICE TO SHAREHOLDERS HOLDING SHARES IN PHYSICAL MODE

SEBI has vide circular no. SEBI/HO/MIRSD/MIRSD_RTAMB/P/CIR/2021/655 dated November 3, 2021, mandated furnishing of PAN, KYC and Nomination by Members holding shares in physical form. In view of the same, concerned shareholders are requested to furnish the requisite documents/information at the earliest. Nonavailability of the same on or after April 1, 2023 will result in freezing of the folios of such shareholders pursuant to the aforesaid SEBI circular. The Company has sent communications to the concerned shareholders explaining the aforesaid requirements. The necessary forms for updation of the aforementioned information are available on the website of the Company at www.bluestarindia.com. Members may contact the Company's RTA for assistance in this regard.

VOTING THROUGH ELECTRONIC MEANS

In compliance with provision of Section 108, 110 and other applicable provisions of the Act read with Rules framed thereunder, Regulation 44 of the Listing Regulations and SS-2, the Company is pleased to provide e-voting facility to all its members, to enable them to cast their vote electronically instead of dispatching the physical Postal Ballot form by post. The Company has engaged the services of NSDL for the purpose of providing e-voting facility to all its members.

The instruction for e-voting are as under:

The e-voting period commences on Saturday, October 15, 2022 (9:00 hours IST) and ends on Sunday, November 13, 2022, (17:00 hours IST). During this period, Members of the Company holding shares either in physical form or in demat form, as on the cutoff date i.e. Tuesday, October 11, 2022, may cast their vote electronically. The e-voting module shall be disabled by NSDL for voting thereafter and the voting shall not be allowed beyond the said date and time.

THE DETAILS OF THE PROCESS AND MANNER FOR REMOTE E-VOTING ARE EXPLAINED AS MENTIONED BELOW:

The way to vote electronically on NSDL e-Voting system consists of "Two Steps" which are mentioned below:

Step 1: Access to NSDL e-voting system athttps://www.evoting.nsdl.com/ Step 2: Cast your vote electronically on NSDL e-voting system.

Step 1: Access to NSDL e-Voting system

A. Login method for e-Voting for Individual shareholders holding securities in demat mode

In terms of SEBI circular dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e-Voting facility.

Login method for Individual shareholders holding securities in demat mode is given below:

Type ofshareholders	Login Method
IndividualShareholdersholdingsecurities indemat modewith NSDL	1.If you are already registered for NSDL IDeAS facility,please visit the e-Services website of NSDL. Open webbrowserbytypingthefollowingURL:https://eservices.nsdl.comeither on a Personal Computeror on a mobile. Once the home page of e-Services islaunched, click on the "Beneficial Owner"icon under"Login"which is available under "IDeAS"section. A newscreen will open. You will have to enter your User ID andPassword. After successful authentication, you will be ableto see e-Voting servicesunder Value added services. Clickon "Access to e-Voting"under e-Voting services and youwill be able to see e-Voting page. Click on options availableagainst company name or e-Voting service provider -NSDL and you will bere-directed to NSDL e-Voting websitefor casting your vote during the remote e-Voting period.
	2.If the user is not registered for IDeAS e-Services, option toregister is available at https://eservices.nsdl.com. Select"RegisterOnlineforIDeAS"Portalorclickathttps://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp
	3.Visit the e-Voting website of NSDL. Open web browser bytyping the following URL: https://www.evoting.nsdl.com/either on a Personal Computer or on a mobile. Once thehome page of e-Voting system is launched, click on the icon"Login" which is available under 'Shareholder/Member'section. A new screen will open. You will have to enteryourUser ID (i.e. your 16-digit demat account number held withNSDL), Password/OTP and a Verification Code as shownon the screen. After successful authentication, you will beredirected to NSDL Depository site wherein you can see eVoting page. Click on options available against companyname or e-Voting service provider -NSDLand you will beredirected to e-Voting website of NSDL for casting your voteduring the remote e-Voting period.

	4.Shareholders/Members can also download NSDL MobileApp "NSDL Speede"facility by scanning the QR codementioned below for seamless voting experience.
IndividualShareholdersholdingsecurities indemat modewith CDSL	1.Existing users who have opted for Easi/Easiest, they canlogin through their user id and password. Optionwill bemade available to reach e-Voting page without any furtherauthentication. TheURL for users to login to Easi/Easiestarehttps://web.cdslindia.com/myeasinew/home/loginorwww.cdslindia.comand click on New System Myeasi.
	2.After successful login of Easi/Easiest the user will be alsoable to see the E Voting Menu. The Menu will have links ofe-Voting service provider i.e. NSDL.Click on NSDLtocast your vote.
	3.If the user is notregistered for Easi/Easiest, option toregisterisavailableathttps://web.cdslindia.com/myeasinew/Registration/EasiRegistration
	4.Alternatively, the user can directly access e-Voting page byproviding demat Account Number and PAN No. from a linkinwww.cdslindia.comhomepage.Thesystemwillauthenticate the user by sending OTP on registered Mobileand Email id as recorded in the demat Account. Aftersuccessful authentication, user will be provided links for therespective ESP i.e. NSDLwhere the e-Voting is in progress.

Individual	You can also login using the login credentials of your demat
Shareholders	account through your Depository Participant registered with
(holding	NSDL/CDSL for e-Voting facility. Once logged in, you will be
securities in	able to see e-Voting option. Once you click on e-Voting option,
demat mode)	you will be redirected to NSDL/CDSL Depository site after
login through	successful authentication, wherein you can see e-Voting
their	feature. Click on options available against company name or
depository	e-Voting service provider-NSDLand you will be redirected to
participants	e-Voting website of NSDL for casting your vote during the
	remote e-Voting period.

Important note: Members who are unable to retrieve User ID/Password are advised to use "Forget User ID" and "Forget Password option" available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

Login type	Helpdesk details
Individual Shareholdersholdingsecuritiesindemat mode with NSDL	Members facing any technical issue in login cancontact NSDL helpdesk by sending a request atevoting@nsdl.co.inor call at toll free no.: 1800 1020990 and 1800 22 44 30
Individual Shareholdersholding securities indemat mode with CDSL	Members facing any technical issue in login cancontact CDSL helpdesk by sending a request athelpdesk.evoting@cdslindia.comor contact at 022-23058738 or 022-23058542-43

B. Login Method for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

• 1. Visit the e-Voting website of NSDL. Open web browser by typing the following URL:https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
• 1. Once the home page of e-Voting system is launched, click on the icon "Login" which is available under 'Shareholder/Member' section.
• 1. A new screen will open. You will have to enter your User ID, your Password/OTP and a Verification Code as shown on the screen.

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can login athttps://eservices.nsdl.com/ with your existing IDEAS login. Once you login to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

1. Your User ID details are given below:

	Manner of holding shares i.e.Demat (NSDL or CDSL) orPhysical	Your User ID is:
a)	ForMemberswhoholdsharesindemataccountwith NSDL.	8 Character DP ID followed by 8 DigitClient IDFor example,if your DP ID is IN300*** andClient ID is 12****** then your user ID isIN30012***.
b)	ForMemberswhoholdsharesindemataccountwith CDSL.	16 Digit Beneficiary IDFor example,if your Beneficiary ID is12**************thenyouruserIDis12**************
c)	For Members holding sharesin Physical Form.	EVEN Number followed by Folio Numberregistered with the companyFor example,if folio number is 001*** andEVENis101456thenuserIDis101456001***

• 1. Password details for shareholders other than Individual shareholders are given below:
  • a) If you are already registered for e-Voting, then you can use your existing password to login and cast your vote.
  • b) If you are using NSDL e-Voting system for the first time, you will need to retrieve the 'initial password' which was communicated to you. Once you retrieve your 'initial password', you need to enter the 'initial password' and the system will force you to change your password.
  • c) How to retrieve your 'initial password'?
    • i. If your email ID is registered in your demat account or with the company, your 'initial password' is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a .pdf file. Open the .pdf file. The password to open the .pdf file is your 8 digit client ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for shares held in physical form. The .pdf file contains your 'User ID' and your 'initial password'.
    • ii. If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.
• 1. If you are unable to retrieve or have not received the "Initial password" or have forgotten your password:
  • a) Click on "Forgot User Details/Password?" (If you are holding shares in your demat account with NSDL or CDSL) option available on www.evoting.nsdl.com.
  • b) "Physical User Reset Password?" (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

• c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.in mentioning your demat account number/folio number, your PAN, your name and your registered address etc.
• d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.
• 1. After entering your password, tick on Agree to "Terms and Conditions" by selecting on the check box.
• 1. Now, you will have to click on "Login" button.
• 1. After you click on the "Login" button, Home page of e-Voting will open.

Step 2: Cast your vote electronically on NSDL e-Voting system

How to cast your vote electronically on NSDL e-Voting system?

• 1. After successful login at Step 1, you will be able to see all the companies "EVEN" in which you are holding shares and whose voting cycle.
• 1. Select "EVEN" of company for which you wish to cast your vote during the remote e-Voting period.
• 1. Now you are ready for e-Voting as the Voting page opens.
• 1. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote and click on "Submit" and also "Confirm" when prompted.
• 1. Upon confirmation, the message "Vote cast successfully" will be displayed.
• 1. You can also take the printout of the votes cast by you by clicking on the print option on the confirmation page.
• 1. Once you confirm your vote on the resolution, you will not be allowed to modify your vote.

GENERAL GUIDELINES FOR SHAREHOLDERS

• 1. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) are required to send scanned copy (PDF/JPG Format) of the relevant Board Resolution/Authority Letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to navnitlb@nlba.in with a copy marked to evoting@nsdl.co.in. Institutional shareholders (i.e. other than individuals, HUF, NRI etc.) can also upload their Board Resolution/Power of Attorney/Authority Letter etc. by clicking on "Upload Board Resolution/Authority Letter" displayed under "e-Voting" tab in their login.
• 1. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential. Login to the e-voting website will be disabled upon five unsuccessful attempts to key in the correct password. In such an event, you will need to go through the "Forgot User Details/Password?" or "Physical User Reset Password?" option available on www.evoting.nsdl.com to reset the password.
• 1. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download

section of www.evoting.nsdl.com or call on toll free no.: 1800 1020 990/1800 22 44 30 or send a request to Ms Pallavi Mhatre, Senior Manager - NSDL at evoting@nsdl.co.in.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL IDS ARE NOT REGISTERED WITH THE DEPOSITORIES FOR PROCURING USER ID AND PASSWORD AND REGISTRATION OF EMAIL IDS FOR E-VOTING FOR THE RESOLUTION SET OUT IN THIS NOTICE:

• 1. In case shares are held in physical mode, please provide Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (selfattested scanned copy of PAN card) and AADHAAR (self-attested scanned copy of Aadhaar Card) by email to rnt.helpdesk@linkintime.co.in.
• 1. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16-digit beneficiary ID), name of shareholder, client master or copy of consolidated account statement, PAN (self-attested scanned copy of PAN card), AADHAAR (self-attested scanned copy of Aadhaar Card) to rnt.helpdesk@linkintime.co.in. If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting for Individual shareholders holding securities in demat mode.
• 1. Alternatively, shareholders may send a request to evoting@nsdl.co.in for procuring user id and password for e-voting by providing above mentioned documents.

IN CASE OF MEMBERS WHO HAVE NOT REGISTERED THEIR EMAIL ADDRESS:

In terms of the MCA Circulars, the Company will send Postal Ballot Notice in electronic form only and hard copy of Postal Ballot Notice along with Postal Ballot forms and prepaid business envelope will not be sent to the members for this Postal Ballot. Accordingly, the communication of the assent or dissent of the members would take place through the remote e-voting system only. Therefore, those members who have not yet registered their email address are requested to get their email addresses registered by following the procedure given below:

(i) In light of the MCA Circulars, members who have not registered their email address and in consequence could not receive the postal ballot/ e-voting notice may temporarily get their email registered with the Company's RTA, Link Intime India Private Limited, by clicking the link:

https://linkintime.co.in/EmailReg/email\_register.html and following the registration process as guided thereafter. Post successful registration of the email, the members would get soft copy of the notice and the procedure for e-voting along with the User ID and the Password to enable e-voting for this Postal Ballot. In case of any queries, members may write to rnt.helpdesk@linkintime.co.in

(ii) It is clarified that for permanent registration of email address, the members are however requested to register their email address, in respect of electronic holdings with the Depository through the concerned Depository Participants and in respect of physical holdings with the Company's Registrar and Share Transfer Agent, Link Intime India Private Limited.

EXPLANATORY STATEMENT UNDER SECTION 102 OF THE COMPANIES ACT, 2013

ITEM NO. 1

Mr Anil Harish, aged 68 years, was appointed as an Independent Director of the Company for a term of five consecutive years effective November 22, 2017 and his first term as an Independent Director is valid till November 21, 2022.

Anil Harish is a Partner at the law Firm, D M Harish & Co, and his practice includes many diverse areas of law including Property, Exchange Control, Foreign Investments, Trusts, Wills, and Indian as well as International Taxation. He has been on the Managing Committee of Indian Merchants Chamber, Chamber of Tax Consultants, and ITAT Bar Association. He has also been an office bearer of several institutions in the legal field, such as the Society of Indian Law Firms, of which he was the Vice President. Mr Harish has been ranked by the prestigious legal directory of Chambers & Partners as a leading tax lawyer. He has authored several articles which have been published in leading newspapers and professional journals.

Mr Harish joined the Board of Blue Star in November 2017. He is a Director of reputed companies including Hinduja Global Solutions Ltd and Nxtdigital Limited. He is also involved with a number of educational and charitable trusts, and is a Trustee of the Hyderabad (Sind) National Collegiate Board.

Pursuant to the recommendation of the Nomination and Remuneration Committee, and based on Mr Anil Harish's skills, experience, expertise and contributions during his first term as an Independent Director and positive outcome of his performance evaluation, the Board of Directors vide circular resolution dated October 11, 2022, approved his re-appointment as an Independent Director of the Company for a second consecutive term of five years commencing from November 22, 2022 to November 21, 2027, not liable to retire by rotation, subject to approval of the Members.

The Company has received a declaration under Section 149 of the Act from Mr Anil Harish confirming that he meets the criteria of independence as prescribed under the Act and Listing Regulations and consent to act as Director of the Company in terms of Section 152 of the Act and a declaration that he is not disqualified from being reappointed as Director in terms of Section 164 of the Act. He has also confirmed that he has registered himself with the Independent Directors' databank and is exempted from appearing for the online proficiency self-assessment test in terms of the Companies (Appointment and Qualifications of Directors) Rules, 2014.

The Company has received a notice in writing from a member under Section 160 of the Act proposing the candidature of Mr Anil Harish for the office of Director of the Company.

In the opinion of the Board, Mr Anil Harish fulfils the conditions of Independence as specified in the Act and the Listing Regulations for his proposed re-appointment as an Independent Director and is independent of the Management.

The Board is of the opinion that his continued association will add value and it will be in the best interest of the Company to re-appoint him as an Independent Director for a second consecutive term of five years commencing from November 22, 2022 to November 21, 2027.

A copy of the draft letter of his appointment setting out the terms and conditions of his re-appointment as an Independent Director is available for inspection by the Members through electronic mode as provided in this Postal Ballot Notice.

Additional information as required under Regulation 36 and SS-2 is provided under 'Annexure – I' to this Postal Ballot Notice.

The Board of Directors recommends the special resolution as set out at item no. 1 of the Postal Ballot Notice for re-appointment of Mr Anil Harish as an Independent Director of the Company for a second consecutive term of five years commencing from November 22, 2022 to November 21, 2027 for approval of the Members.

Except Mr Anil Harish as it concerns himself, none of the other Directors and Key Managerial Personnel of the Company and their respective relatives, is financially or otherwise, concerned or interested in the said resolution.

BLUE STAR LIMITED By Order of the Board of Directors Kasturi Buildings Mohan T Advani Chowk Jamshedji Tata Road Rajesh Parte Mumbai 400 020 Company Secretary & Compliance Officer CIN: L28920MH1949PLC006870 Membership No.: A10700 Tel: +91 22 6665 4000 Fax: +91 22 6665 4151 Website: www.bluestarindia.com Email: investorrelations@bluestarindia.com

Date : October 11, 2022 Place : Mumbai

Annexure – I

Profile of Director seeking re-appointment:

[Pursuant to Regulation 36(3) of the Listing Regulations and Secretarial Standard- 2 on General Meetings]

Mr AnilHarish
Age	68years
Director Identification	00001685
Number (DIN)
Date of first Appointment	22.11.2017
Brief Resume (including	Anil Harish is a Partner at the law Firm, D M Harish & Co,
profile, qualification,	and his practice includes many diverse areas of law
experience and expertise	including Property, Exchange Control, Foreign Investments,
in specific functional	Trusts, Wills, and Indian as well as International Taxation.
areas)	He has been on the Managing Committee of Indian
	Merchants Chamber, Chamber of Tax Consultants, and
	ITAT Bar Association. He has also been an office bearer of
	several institutions in the legal field, such as the Society of
	Indian Law Firms, of which he was the Vice President.
	Mr Harish has been ranked by the prestigious legal directory
	of Chambers & Partners as a leading tax lawyer. He hasauthored several articles which have been published in
	leading newspapers and professional journals.
	Mr Harish joined the Board of Blue Star in November 2017.
	He is a Director of reputed companies including Hinduja
	Global Solutions Ltd and Nxtdigital Limited. He is also
	involved with a number of educational and charitable trusts,
	and is a Trustee of the Hyderabad (Sind) National Collegiate
	Board.
Terms and conditions of	Not Liable to retire by rotation
re-appointment
Remuneration last drawn	Commission paid for the financial year 2021-22 was Rs 19
(including	lakhsandsittingfeespaidforattendingthe
sitting fees, if any)	Board/Committee meetings was Rs 7.25 lakhs.
	The aforesaid remuneration was within the overall limits inaccordance with the applicable provisions of the Actand as
	approved by the Members.
Remuneration proposed to	As per the Nomination and Remuneration policy of the
be paid	Company.
Shareholding in the	NIL
Company
Relationship with other	None
Director/Key Managerial
Personnel of the Company

No. of Board Meetingsattended during the year	3/4
Directorships held in otherCompanies (excludingforeign, private andSection 8 Companies)	Nxtdigital LimitedHinduja Global Solutions LimitedEmaar India Limited
Public Limited Companiesin which Director isMember of the Audit andStakeholders' RelationshipCommittee (including theCompany)	None
Public Limited Companiesin which Director isChairman of the Audit andStakeholders' RelationshipCommittee (including theCompany)	Blue Star Limited -Audit CommitteeNxtdigital Limited–Audit CommitteeHinduja Global Solutions Limited–Audit Committee
Resignation details in thelisted entities during thelast three years	Oberoi Realty LimitedFuture Enterprises Limited