Blue Star : Postal Ballot

BLUE STAR LIMITED

CIN: L28920MH1949PLC006870

Registered Office: Kasturi Buildings, Mohan T Advani Chowk,

Jamshedji Tata Road, Mumbai 400 020.

Tel: [phone]; Fax: [phone]

Website:www.bluestarindia.com; Email:[e-mail]

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 re- enactment(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 e- mail 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.

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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 Monday, December 12, 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 Resolutions appended below. The Explanatory Statement pursuant to Section 102, 110 and other applicable provisions, if any, of the Act pertaining to the said Resolutions setting out material facts and the reasons for the Resolutions is also annexed.

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

SPECIAL BUSINESSES

1. Alteration of the Memorandum of Association 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 Sections 4, 13 and other applicable provisions, if any, of the Companies Act, 2013 including any statutory modifications thereof and subject to the approval of the Registrar of Companies, Maharashtra, Mumbai and such other authorities, as may be applicable in this regard, the object clause of the Memorandum of Association of the Company be and is hereby altered as under:

1. The existing title of Clause III be deleted and the following title be substituted in its place:
   IIIA "THE OBJECTS TO BE PURSUED BY THE COMPANY ON ITS
   INCORPORATION ARE"
2. The existing object clauses from 1 to 13 will continue to be numbered 1 to 13 under the title clause III(A) respectively, and will henceforth be considered as "objects to be pursued by the Company on its incorporation" instead of "objects for which the Company is established".
3. The existing object clauses from 50 to 53 be renumbered as 14 to 17 under the title clause III(A) respectively, and will henceforth be considered as "objects to be pursued by the Company on its incorporation" instead of "objects for which the Company is established".
4. After the object Clause no 17, add the following title:

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IIIB "MATTERS WHICH ARE NECESSARY FOR FURTHERANCE OF THE OBJECTS SPECIFIED IN CLAUSE III(A) ARE"

1. Following two new matters be inserted under the title clause III(B) as mentioned above:
2. 1. To accept grants, sponsorship, bequests from persons, institutions or trusts whether they are members of the Company or otherwise, in cash or in form of any other assets whether moveable or immoveable or any rights or interest therein directly or indirectly to benefit the Company or any of the object of the Company.

   19. To initiate, undertake, carry on, engage in, promote, assist, encourage, finance and conduct research, development, experiments, investigations, inquires, studies, projects, analysis, examinations, surveys, testing, certification, validation, prototyping of various products and solutions as well as processes and applying for patents, licensing and transferring of technologies and intellectual property rights on its own and in collaboration with chosen partners including academic institutions in India and abroad.

3. The existing object clauses from 14 to 58 (except 50 to 53) will be renumbered as
4. 1. to 60 respectively, and henceforth be considered as "matters which are necessary for furtherance of the objects of the Company" instead of "objects for which the Company is established".
5. The existing Clause IV be deleted and the following Clause IV be substituted in its place:

"IV. The liability of the member(s) is limited and this liability is limited to the amount unpaid, if any, on the shares held by them."

RESOLVED FURTHER THAT the Board of Directors be and are hereby severally authorized to settle any question, difficulty or doubt, to sign such documents as may be necessary, proper or desirable (including but not limited to filing of necessary notices with Stock Exchanges, e-forms and returns with the Ministry of Corporate Affairs or elsewhere) and to carry out modifications/alterations as may be suggested by any regulatory authority in connection with the amendment of Memorandum of Association of the Company and to do all such acts, deeds, matters and things, including delegating such vested authority, as may be considered necessary, proper or expedient in order to give effect to this resolution."

2. Amendment of the Articles of Association 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 Sections 5, 14 and other applicable provisions, if any, of the Companies Act, 2013 and Rules framed thereunder, a new set of Articles of Association, a copy of which is available for inspection by the

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