The Directors are pleased to present the 77^th Annual
Report, together with the audited financial statements for
the financial year ended March 31, 2025.

COMPANY OVERVIEW

Your Company offers one of India's widest ranges of
room air conditioning and commercial refrigeration & air¬
conditioning products, as well as a comprehensive range
of air purifiers, air coolers, storage water coolers, water
purifiers, cold chain equipment and specialty products.
It fulfils the cooling, refrigeration & air-conditioning
requirements of a large number of corporate, commercial
as well as residential customers.

Leveraging on its project execution capabilities, your
Company offers turnkey solutions in MEP (Mechanical,
Electrical, Plumbing and Fire-fighting) contracting for

Buildings, Factories, Data Centres, Infrastructure, Heavy
Industry and Water Distribution projects.

Your Company's integrated business model of a
Manufacturer, Contractor and After-sales service provider
enables it to offer end- to-end solutions to its customers,
a factor that has proved to be a significant differentiator in
the marketplace.

FINANCIAL HIGHLIGHTS

The financial statements of the Company are prepared
in accordance with the applicable provisions of the
Companies Act, 2013 (the 'Act') including Accounting
Standards as specified in Section 133 of the Act, read with
the Companies (Accounts) Rules, 2014, and amendments
thereof. The consolidated and standalone financial
highlights of the Company for the financial year ended
March 31, 2025, are summarised as follows:

OPERATING RESULTS

On the back of exceptional performance in previous
financial year, your Company concluded this year also on
a strong note, driven by sustained demand for its existing
offerings, successful launches of new products across key
segments, and a healthy carried-forward order book. It
continues to maintain focus on long-term growth through
investments in manufacturing capacity, research and
development, sales and distribution expansion, digital
transformation, talent development, and capability
building. Reaffirming its strategic priorities, the Company
remains committed to strengthening its market position
through consistent investment in innovation, operational
scalability, and organizational excellence.

On a consolidated basis, revenue from operations for the
current financial year grew 23.6% to H 11,967.65 crores as
compared to H 9,685.36 crores in the previous financial year.
Your Company's consolidated Total Income in the current
financial year crossed H 12,000 crores. Net profit (including
share of profit of Joint Venture) before exceptional items
and tax for the current financial year, grew 38.6% to
H 772.42 crores as compared to H 557.16 crores in the last
financial year whereas, net profit after exceptional items
and tax grew 42.7% to H 591.28 crores as compared to
H 414.31 crores in the last financial year.

On a standalone basis, revenue from operations of the
Company grew 25.9% to H 11,325.75 crores as compared
to H 8,998.88 crores in the previous year. Your Company's

standalone net profit before exceptional items and tax for
the current financial year, grew 32.2% to H 649.93 crores
as compared to H 491.69 crores in the last financial year
whereas, net profit after exceptional items and tax grew
31.9% to H 484.90 crores as compared to H 367.50 crores
for the previous year.

Your Company and its subsidiaries (Group) operate in
three business segments: (i) Electro-Mechanical Projects
and Commercial Air Conditioning Systems; (ii) Unitary
Products; and (iii) Professional Electronics and Industrial
Systems. Performance of the Group in the above-
mentioned segments during the year under review
is stated below:

I. Electro-Mechanical Projects and
Commercial Air Conditioning Systems

a. Electro-Mechanical Projects Business

The year saw strong order finalizations,
particularly from the factory and data center
segments. In contrast, demand from commercial
real estate and infrastructure remained subdued.
The Company continues to prioritize timely
project execution with a focus on maintaining
healthy profitability and robust cash flows. With
rising investments in data centers and a growing
emphasis on manufacturing, the outlook for
FY26 appears promising. The carried-forward
order book stood at H4,755 crores as of March
31, 2025, reflecting a 9.5% increase from H4,344
crores a year earlier.

b. Commercial Air Conditioning Systems

The Commercial Air Conditioning business
delivered a robust performance during the year,
reinforcing its market leadership and achieved
improved profitability. This growth was largely
supported by sustained demand from the
Healthcare, Hospitality, and Education sectors,
reflecting continued infrastructure expansion
and increased investments in these areas. While
the Industrial and BFSI sectors exhibited a more
cautious stance, with demand remaining muted,
last quarter of the year witnessed early signs of
recovery in Government procurement activity—
an encouraging indicator for future momentum.
Your Company continues to maintain its No.1
position in Ducted Systems and second position
in VRFs and Screw Chillers.

c. International Business

In FY25, your Company developed products
for three Original Equipment Manufacturers
(OEMs) in the US and Europe, with commercial
shipments commencing post successful field
trials. Although global trade volatility has caused
some slowdown, enquiry levels remain strong—
driven by expectations of an India-US trade deal
and ongoing supply chain de-risking by these
OEMs. While international business gained some
traction this year, we are still in start-up mode.
The improved enquiry levels give us confidence
and we continue to remain optimistic about the
future prospect of this business.

Revenue in this segment for the year grew by
27.2% to H 5,997.99 crores as against H 4,715.46
crores in the previous year. The segment result
grew 43.9% to H 490.88 crores as compared to
H 341.09 crores in the previous year.

II. Unitary Products

a. Cooling and Purification Products Business

Building on the strong performance of the
previous financial year, FY25 saw robust
demand growth, resulting in outstanding overall
business performance. Strong demand for Air
Conditioning products helped the Company to
maintain the growth momentum during this
financial year. Market share during the year
improved and is estimated to be close to 14%
compared to 13.75% in FY24. With an expanded
product portfolio, enhanced distribution
network and supportive weather conditions,
this growth momentum is expected to sustain in
the coming years.

b. Commercial Refrigeration Business

The Commercial Refrigeration business faced
headwinds in H1FY25 due to regulatory changes,
supply chain issues, and an FMCG slowdown
impacting demand for deep freezers. However,
the later half of the year saw a revival driven
by recovering demand in ice creams, frozen
foods, and the expansion of quick commerce
platforms, supporting a positive outlook ahead.
The Company continued to maintain leadership
position in Deep Freezers, Storage Water Coolers
and Modular Cold Rooms.

Improved consumer sentiment and a holistic demand
recovery drove a 22.4% revenue growth in this
segment, reaching H5,621.11 crores in FY25, up from
H4,592.20 crores in the previous year. Segment results
also strengthened to H471.26 crores, compared to
H360.31 crores in FY24.

III. Professional Electronics and Industrial
Systems (PE&IS)

The year had been a challenging one for this Segment.
The healthcare business faces challenges due to
regulatory developments related to refurbished
equipments, leading to a decline in both revenue
and profitability. Also, the data security business
continued to face headwinds with customers moving
from on-premises IT infrastructure to the cloud. While
the non-destructive testing business is going well,
it has not been able to offset the shortfall from the
other businesses.

The segment revenue for the year de-grew by
7.7% to H 348.55 crores as against H 377.70 crores
in the previous year. The segment result stood at
H 29.72 crores as compared to H 51.50 crores in
the previous year.

DIVIDEND

The Board at its meeting held on May 7, 2025, has
recommended a final dividend of H 9 per Equity Share of
face value of H 2 each for the financial year ended March
31, 2025. This dividend will be paid subject to the approval
of the members at the Annual General Meeting to be
held on August 6, 2025, to those members whose names
appear in the list of Beneficial Owner/Register of Members
as on the record date, i.e. July 18, 2025.

The Board has adopted the Dividend Distribution Policy
for the Company which can be viewed on the website
of the Company at: https://www.bluestarindia.com/
media/104569/dividend-distribution-policy.pdf

FINANCING

During this year, the finance cost on a consolidated
basis reduced to H 48.80 crores as compared to H 58.08
crores in the previous year due to reduced average
borrowings levels.

The Company's forex cost was H 11.83 crores for the year
as compared to H 3.74 crores in the previous year. The
heightened currency volatility, especially in second half of
FY25 led to increase in forex cost. Your Company monitors

foreign currency exposure and takes appropriate actions
as guided by Foreign Exchange Risk Management Policy.

DEPOSITS

The Company has not accepted any deposits from the
public, falling within the ambit of Section 73 of the Act, read
with the Companies (Acceptance of Deposits) Rules, 2014.

CONSOLIDATED FINANCIAL STATEMENTS

As required under Regulation 34 of the Securities
and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (the
'Listing Regulations'), and Section 129(3) of the Act,
the consolidated financial statements prepared by the
Company as per the Indian Accounting Standards (Ind AS),
forms part of this Annual Report.

The Consolidated Financial Statements shall also be laid at
the ensuing Annual General Meeting of the Company for
members approval.

SUBSIDIARIES AND JOINT VENTURE
COMPANIES

I. Subsidiary Companies:

a) Blue Star Engineering & Electronics
Limited

Blue Star Engineering & Electronics Limited
('Blue Star E&E') is a wholly owned subsidiary of
the Company. Blue Star E&E provides advanced
technology products to the BFSI and Healthcare
sectors as well as turnkey engineering solutions
that cater to the Industrial sector. It is an
exclusive distributor and system integrator in
India for many globally renowned manufacturers
of high-technology professional electronics
equipment and solutions, as well as industrial
products and systems.

Revenue from operations from Blue Star E&E for
the year ended March 31, 2025, was H 353.66
crores, as against its previous year's revenue of
H 383.01 crores. The subsidiary achieved a net
profit of H 40.17 crores for the year under review,
as against last year's net profit of H 46.35 crores.

b) Blue Star Climatech Limited

Blue Star Climatech Limited is as a wholly owned
subsidiary of the Company. It is a material
subsidiary as per the thresholds laid down

under the Listing Regulations for financial year
2024-25. Blue Star Climatech is a manufacturer
of all kinds of air conditioners, commercial
refrigeration equipment, cooling appliances and
other related products.

Blue Star Climatech's state-of-the-art
manufacturing facility in Sri City, Andhra Pradesh,
has an annual capacity of 9.6 lakh units. This
automated, smart factory incorporates advanced
automation techniques across its assembly lines
and material handling systems, with extensive
integration of IoT and digitalisation. Committed
to sustainability, Blue Star Climatech has
implemented several green initiatives, including
an advanced effluent treatment plant, rainwater
harvesting, and solar power installations.

Revenue from operations of Blue Star Climatech
for the year ended March 31,2025, was H 1,484.24
crores as compared to last year's revenue of
H 718.75 crores. The subsidiary achieved a net
profit of H 61.52 crores for the year under review,
as against last year's net profit of H 22.72 crores.

c) Blue Star International FZCO

Blue Star International FZCO is a wholly owned
subsidiary of the Company, operating in the
Dubai Airport Freezone, UAE. It is responsible for
the development and growth of the Company's
Global Products Sales business in Middle East
and Africa (MEA) regions.

This company primarily promotes the export
of Blue Star's air conditioning and commercial
refrigeration products and systems.

The consolidated revenue from operations and
net profit of this company for the year ended
March 31, 2025, was T 331.48 crores and T 5.89
crores as compared to T 386.13 crores and
T 9.67 crores in the previous financial year. On a
standalone basis, revenue from operations and
net profit of this company for the year ended
March 31, 2025, was T 155.51 crores and T 4.52
crores as compared to T 352.01 crores and
T 14.58 in the previous financial year.

d) Blue Star MEA Airconditioning LLC

Blue Star MEA Airconditioning LLC (Formerly
'Blue Star Systems and Solutions LLC') is a wholly
owned subsidiary of Blue Star International FZCO
and is engaged in the activities of directly selling

central air conditioning equipment, executing
mid-sized HVAC projects, and offers after-sales
service in the mainland UAE.

During the year, this subsidiary changed
its name to Blue Star MEA Airconditioning
LLC in order to represent the brand visibility
better in the market.

Revenue from operations of this company for the
year ended March 31, 2025, was H 173.88 crores
as compared to last year's revenue from
operations of H 30.06 crores. This company has
generated a net profit of H 2.70 crores for the
year ended March 31, 2025, as compared to a net
loss of H 5.06 crores in the last year.

e) Blue Star Qatar W.L.L.

Blue Star Qatar W.L.L., a 49:51 joint venture
between the Company and Al Malki Trading and
Contracting W.L.L., Blue Star Qatar is principally
engaged in the business of MEP contracting and
maintenance in Qatar for residential, commercial
and industrial purposes.

It is a subsidiary of the Company under Section
2(87)(i) of the Act, as the Company controls the
management of Blue Star Qatar.

Revenue from operations of Blue Star Qatar
for the year ended March 31, 2025, was H 67.31
crores as compared to H121.35 crores in the
previous financial year. Net profit for the
year ended March 31, 2025, was H 0.80 crores
as compared to net loss of H 12.78 crores in
the previous year.

f) BSL AC&R (Singapore) Pte. Ltd.

BSL AC&R (Singapore) Pte. Ltd., was incorporated
in Singapore as a wholly owned subsidiary of
Blue Star International FZCO to directly sell
central air conditioning equipment, execute mid¬
sized HVAC projects and offer after-sales service.
This company also owns a 49% stake in the joint
venture, Blue Star M&E Engineering Sdn Bhd.

Revenue from operations of this subsidiary
for the year ended March 31, 2025, was H 2.09
crores as compared to last year's revenue of
H 4.06 crores. This subsidiary incurred a net loss of
H 0.09 crores for the year ended March 31, 2025,
as compared to net profit of H 0.15 crores in the
previous financial year.

g) Blue Star North America Inc.

Blue Star North America Inc., was incorporated
in the State of Delaware, as a wholly owned
subsidiary of the Company. It is currently
engaged in the business of Custom Design
& Manufacturing (CDM) of air conditioning,
heating and refrigeration equipment for OEM
brands in the United States, Canada, and Latin
American markets.

Revenue from operations of this subsidiary for
the year ended March 31, 2025, was H 333.10
crores as compared to last year's revenue of
H19.45 crores. Net profit for the year ended March
31, 2025 was of H 15.34 crores as compared to net
loss of H 5.51 crores in the previous financial year.

h) Blue Star Europe B.V.

Blue Star Europe B.V., was incorporated in
Netherlands, Europe, as a wholly owned
subsidiary of the Company. It is currently
engaged in the business of Custom Design
& Manufacturing (CDM) of air conditioning,
heating and refrigeration equipment for OEM
brands in the European market.

Revenue from operations of this subsidiary
for the year ended March 31, 2025, was H 7.73
crores as compared to nil revenue of last year.
This subsidiary incurred a net loss of H 10.23
crores for the year ended March 31, 2025, as
compared to net loss of H 10.12 crores in the
previous financial year

i) Blue Star Innovation Japan LLC

Blue Star Innovation Japan LLC, was incorporated
in Japan as a wholly owned subsidiary of the
Company for the purpose of Research and
Developments (R&D) of refrigeration cycles,
control algorithms, and control boards for
residential and commercial air conditioners and
cold / hot water chillers.

Revenue from operations of this subsidiary
for the year ended March 31, 2025, was
H 7.55 crores as compared to nil revenue
of last year. Net profit for the year ended
March 31, 2025 was H 0.27 crores as compared
to net loss of H 2.92 crores in the previous
financial year.

j) Blue Star Air Conditioning & Refrigeration
(U) Limited

Blue Star International FZCO, wholly owned
subsidiary ofthe Company, had incorporated Blue
Star Air Conditioning & Refrigeration (U) Limited
as its wholly owned subsidiary, at Uganda.
This subsidiary is incorporated for the purpose
of carrying manufacture, sale and distribution
of all kinds of air conditioning and commercial
refrigeration products and systems and
fabrication and repair of air conditioning system.
This subsidiary has generated nil revenue from
operations for the financial year ended March 31,
2025 and March 31, 2024. It incurred a net loss of
H 1.26 crores for the year ended March 31, 2025,
as compared to no profit or loss in the previous
financial year.

II. Joint Venture Companies:

a) Blue Star M & E Engineering Sdn Bhd

Blue Star M & E Engineering Sdn Bhd, a 49:51
joint venture between BSL AC&R (Singapore)
Pte. Ltd. and Amcorp Properties Bhd, Malaysia,
has been principally engaged in the business of
HVAC contracting and maintenance in Malaysia.

This company's total income for the year ended
March 31, 2025, was H 62 crores as compared
to H 83.31 crores in the previous financial year.
It incurred a net loss of H 4.4 crores for the year
ended March 31,2025, as compared to net profit
of H 1.23 crores in the previous year.

b) Blue Star Oman Electro-Mechanical
Company LLC

Blue Star Oman Electro-Mechanical Company
LLC is a joint venture between W J Towell &
Co LLC and the Company and it was formed
to principally engage in the business of MEP
contracting and maintenance in Oman.

Owing to certain disputes with the joint
venture partners, the Board of Directors of the
Company had approved a proposal to exit this
Joint Venture in FY19 subject to regulatory and
other compliances as may be applicable. The
Company, in the year 2020, made an application
to the Reserve Bank of India for its approval for
a write-off of investment in this Joint Venture

under the provisions of the Foreign Exchange
Management Act. The approval from Reserve
Bank of India is awaited.

W J Towell & Co LLC initiated arbitration
proceeding with International Chamber of
Commerce against the Company for the
ongoing dispute. Initially, the claim was filed for
OMR 103,18,000 (approx. T 223.60 crores) which
at the filing stage was subsequently revised
to OMR 211,80,748 (approx. T 461.74 crores).
The Company has filed its response contesting
the claim raised by WJT and the matter is at
advance stage.

No company became or ceased to be a Subsidiary /
Associate / Joint Venture company of the Company
during the year under review.

As required under Section 136 of the Act, the audited
annual accounts, including the consolidated financial
statements of the Company and audited accounts
of the subsidiary companies, are available on the
website of the Company at www.bluestarindia.com.

A copy of these documents will be made available to
the members, on their request in writing. The annual
accounts will also be available for inspection by any
member at the registered office of the Company
during business hours up to the date of the Annual
General Meeting.

A statement containing the salient features of the
financial statements of the subsidiaries and joint
venture companies in Form AOC-1, as required
under Rule 5 of the Companies (Accounts)
Rules, 2014, forms part of the Consolidated
Financial Statements.

NEW INITIATIVES

Demonstrating its commitment to innovation and
customer-focused growth, your Company continued
to strengthen its product portfolio and operational
capabilities during the year. It successfully launched
several new products, including centrifugal chillers,
data centre chillers, brine chillers, and VRF Lite systems.
Additionally, a new range of scroll and screw chillers was
introduced. The Company also unveiled an extensive
range of air conditioners, including a premium flagship
series designed to cover all consumer segments and

price points. This range featured energy-efficient
3-star and 5-star models across capacities from 0.8 TR
to 4 TR, with many models equipped with advanced
features. The Company also designed and manufactured
Air-to-Air Heat Pumps and Air-to-Water Heat Pumps
for its OEM customers in the North America and
European Markets.

In FY25, Blue Star also introduced a broad portfolio of
energy-efficient deep freezers with cooling capabilities
down to -26°C, available in capacities ranging from 60
to 600 litres. All commercial refrigeration products are
manufactured at the Company's Wada and Ahmedabad
plants, in alignment with its 'Make in India, Make for the
Globe'vision. The Company is also expanding its cold chain
solutions portfolio to serve a wide array of industry sectors.

Blue Star has also undertaken several initiatives focused
on technology-led digitalisation of key business processes,
employee engagement, the adoption of sustainable
technologies, and the integration of internet-enabled
automation across its products and services. For more
information on the products launched during the year,
please refer to the Intellectual Capital section of the
Integrated Report.

AWARDS AND RECOGNITIONS

During the year under review, the Company and its group
entities were felicitated with many prestigious awards for
excellence in its areas of business, which are as under:

• Blue Star was honoured with the prestigious
'Adam Smith Award for Best Emerging Technology
Solution' in Singapore.

• Blue Star's regional office located at Sakinaka, Mumbai,
won the Net Zero Green Energy Platinum Award.

• Blue Star's 'Garmi Ki Chhutti' summer campaign 2024
won Gold at the Indian Marketing Awards for 'Best
Use of Technology.

• Blue Star's Indirect Tax team honoured with the
'Innovation in Litigation Management Award'
at the 8^th Edition of the Tax Strategy & Planning
Summit & Awards 2024.

• Blue Star was awarded the 'Best Warehousing
Company of the Year' in the Consumer Appliances
category at the prestigious 3^rd Annual Warehouse and
Supply Chain Leadership Awards.

• Blue Star's Direct Tax team was honoured with the
prestigious 'Best Innovation in Tax Technology Award'
at the NXTGEN Tax Innovation Confex & Awards 2024.

• Blue Star's Ecommerce Marketing team was awarded
the Gold Award in the 'Best Performance Marketing
Campaign' category at the 15^th Edition of the Indian
Digital Marketing Awards.

• Blue Star was honoured with seven Brandon Hall HCM
Excellence Awards at the HCM Excellence Conference.

• Blue Star's HP Plant won Gold at the QCFI Offshore
Convention on Quality Concepts.

• Blue Star's HP Plant received Gold Award at the
Quality Circle Forum of India.

• Blue Star won Gold Award at the National
Competitiveness Cluster Summit.

• Blue Star's Commercial team bags the Digital
Customer Experience Award at the Retail, Distribution
and Ecommerce Summit.

• Blue Star's Wada Plant won the Excellence Award for
Rooftop Solar at CII 2024.

• Blue Star E&E's Non-Destructive Testing team won
the 'Best Performance Award' at the 20^th World
Conference on Non-Destructive Testing.

• Blue Star was honoured with the 'Best Use of
Technology in CX' award at the 8^th Service Quality
Excellence India Summit and Awards.

• Blue Star received the NSCI Safety Award for its
project in Pune.

DIRECTORS

Board

As on March 31, 2025 and the date of this Report, the
Board of the Company consists of twelve Directors
comprising of six Independent Directors, three Non¬
Executive Non-Independent Directors and three Executive
Directors. The Board comprised two women Directors,
one Independent Director and one Non-Executive Non¬
Independent Director.

Retire by rotation

In accordance with the provisions of the Act, Dinesh
Vaswani (DIN: 00306990), retires by rotation at the ensuing
Annual General Meeting, and being eligible, offers himself

for re-appointment. The Board recommends his re¬
appointment at the ensuing Annual General Meeting.

A brief profile of Dinesh Vaswani is annexed to the notice
convening Annual General Meeting.

Appointment of Executive Director

The Board of Directors, based on the recommendations of
the Nomination and Remuneration Committee and subject
to approval of members, had approved the appointment
of Ponnada Venkata Rao (DIN: 09177075), as an Additional
Director designated as an Executive Director - Projects,
Solutions & International and Key Managerial Personnel of
the Company with effect from August 7, 2024, liable to retire
by rotation. Subsequently, the Members of the Company
vide special resolution passed through postal ballot on
September 25, 2024 had approved the appointment of
Ponnada Venkata Rao as an Executive Director - Projects,
Solutions & International for a period commencing from
August 7, 2024 to July 31, 2028.

Re-appointment of Vir S Advani as Chairman
& Managing Director

Considering Vir S Advani's current term set to conclude
this fiscal year, the Nomination and Remuneration
Committee (NRC) and the Board of Directors, after detailed
assessment and in line with NRC Policy, recommended
re-appointment of Vir S Advani (DIN: 01571278), as the
Chairman & Managing Director of the Company for a
term of five years commencing from April 1, 2026 and
ending on March 31, 2031, for approval of the Members at
the ensuing AGM.

The Notice convening the ensuing AGM sets out the
brief profile, other details and disclosures with respect
to re-appointment of Vir S Advani as the Chairman &
Managing Director.

DECLARATION BY INDEPENDENT
DIRECTORS

The Company has received the necessary declarations from
each of the Independent Directors of the Company under
Section 149(7) of the Act and Regulation 25 of the Listing
Regulations, confirming that they meet with the criteria of
independence as laid down in Section 149(6) of the Act,
along with Rules framed thereunder and Regulation 16(1)
(b) of the Listing Regulations. The declarations also confirm
compliance with sub rule 3 of Rule 6 of the Companies
(Appointment and Qualifications of Directors) Rules, 2014.

There has been no change in the circumstances affecting
their status as Independent Directors of the Company.

As required under the provisions of Section 203 of the Act,
the following personnel have been designated as the Key
Managerial Personnel of the Company:

BLUE STAR EMPLOYEES STOCK OPTION
SCHEME - 2024

Pursuant to the recommendations of the Board of
Directors at its Meeting held on August 6, 2024 and
approval of shareholders by way of Postal Ballot vide
Special Resolution dated September 25, 2024, your
Company has implemented the Blue Star Employees Stock
Option Scheme 2024 ('ESOP 2024').

ESOP 2024 was introduced by the Company in order to
motivate the employees of the Company and its subsidiary
companies for their contribution towards the growth of the
Company, to foster a spirit of entrepreneurial mindset, and
to retain them for ensuring sustained growth. It enables
the alignment of personal goals of the employees with
organisational objectives by allowing their participation
in the ownership of the Company.

Under ESOP 2024 the Company can grant maximum of
5,00,000 Stock Options to Eligible Employees. Each Stock
Option shall be convertible into one equity share of face
value of H 2/- (Rupees Two Only) each fully paid-up. ESOP
2024 is administered through Blue Star ESOP Trust.

ESOP 2024 has been implemented in accordance with
the provisions of the Act and SEBI (Share Based Employee
Benefits and Sweat Equity) Regulations, 2021 (including
any statutory modification(s) and/or re-enactment(s)
thereof for the time being in force) ('SEBI SBEB
Regulations'). The certificate from the Secretarial Auditors
on the implementation of the ESOP 2024 in accordance
with the SEBI SBEB Regulations and the resolution passed
by the members of the Company, has been uploaded on
the website of the Company at: https://www.bluestarindia.
com/investors/annual-report

The details of the Stock Options granted under the ESOP
2024 and the disclosures in compliance with SEBI SBEB
Regulations are available on the website of the Company at:
https://www.bluestarindia.com/investors/other-updates

DIRECTORS' RESPONSIBILITY STATEMENT

Under the provisions contained in Section 134(5) of the
Act, the Directors, to the best of their knowledge and
belief, confirm that:

• In the preparation of the annual accounts for the
financial year ended March 31, 2025, the applicable
accounting standards have been followed, along with
proper explanation relating to material departures;

• They have selected such accounting policies and
applied them consistently, and made judgments and
estimates that are reasonable and prudent, to give a
true and fair view of the state of affairs of the Company
as at March 31, 2025, and of the profit of the Company
for the period April 1, 2024 to March 31,2025;

• They have taken proper and sufficient care of the
maintenance of adequate accounting records, under
the provisions of the Act for safeguarding the assets
of the Company, and for preventing and detecting
fraud and other irregularities;

• They have prepared the annual accounts for the year
ended March 31, 2025, on a going concern basis;

• They have laid down internal financial controls to
be followed by the Company, and such internal
financial controls are adequate and are operating
effectively; and

• They have devised proper systems to ensure
compliance with the provisions of all applicable
laws, and that such systems are adequate and
operating effectively.

MEETINGS OF THE BOARD OF DIRECTORS

During the year under review, 5 (five) meetings of the
Board of Directors were held. The intervening gap
between these meetings was within the period prescribed
under the Act and Listing Regulations. The details of the
meetings and attendance of the Directors are provided in
the Corporate Governance Report.

BOARD COMMITTEES

Your Company has in place all the Committees as
mandated under the provisions of the Act and Listing
Regulations as mentioned below:

• Audit Committee

• Nomination and Remuneration Committee

• Investor Grievance cum Stakeholders'
Relationship Committee

• Risk Management Committee

• Corporate Social Responsibility and Environmental,
Social & Governance Committee

Additionally, there are following Committees constituted
for operational and administrative affairs:

• Share Transfer Committee

• Executive Management Committee

AUDIT COMMITTEE

As on March 31, 2025, the Audit Committee comprises
three Independent Directors viz. Anil Harish (Chairman),
Arvind K Singhal and G Murlidhar and one Executive
Director, B Thiagarajan. The composition of the Committee
is in compliance with the requirements of Section 177 of
the Act and Regulation 18 of the Listing Regulations. The
terms of reference of the Committee conform with the Act
and the Listing Regulations as more particularly set out in
the Corporate Governance Report, which forms a part of
this Annual Report. During the year under review, there
was no instance wherein the Board had not accepted any
recommendation of the Audit Committee.

NOMINATION AND REMUNERATION
COMMITTEE

As on March 31, 2025, the Nomination and Remuneration
Committee comprises two Independent Directors viz. Sam
Balsara (Chairman) and Anita Ramachandran and one
Non-Executive Director, Dinesh N Vaswani.

The Committee is constituted in line with the requirements
mandated by Section 178 of the Act and Regulation 19
of the Listing Regulations. The terms of reference of the
Committee conform with the said requirements, as more
particularly set out in the Corporate Governance Report,
which forms part of this Annual Report.

INVESTOR GRIEVANCE CUM STAKEHOLDERS'
RELATIONSHIP COMMITTEE

As on March 31, 2025, the Investor Grievance cum
Stakeholders' Relationship Committee comprises one
Independent Director, Arvind K Singhal (Chairman)
and two Non-Executive Directors viz. Rajiv R Lulla, and
Sunaina Murthy. The Committee is constituted in line
with the requirements mandated by Section 178 of the
Act and Regulation 20 of the Listing Regulations. The
terms of reference of the Committee conform with the
said requirements, as more particularly set out in the
Corporate Governance Report, which forms a part of
this Annual Report.

RISK MANAGEMENT COMMITTEE

As on March 31, 2025, the Risk Management Committee
comprises two Executive Directors viz. Vir S Advani
(Chairman) and B Thiagarajan, one Non-Executive
Director, Rajiv R Lulla and one Independent Director,
Anil Harish. The Company has adopted a formal Risk
Management Policy. The Committee identifies, evaluates
and assesses the risks, understands the exposure of
risks, and accordingly prepares and oversees execution
of appropriate risk mitigation plans and identification of
possible opportunities. The Committee and the Board
have identified elements of risks, which, according to
them, are crucial to the Company. It has identified Risk
Management Units within the Company, the risk profiles
of which are constantly monitored, and the severity of risk
is tracked, based on a systematic risk rating methodology.
Details of these elements of risks have been covered in
the Management Discussion and Analysis, and Integrated
Report, which form part of this Annual Report and in the
standalone financial statement in Note No. 42.

CORPORATE SOCIAL RESPONSIBILITY
AND ENVIRONMENTAL, SOCIAL &
GOVERNANCE (CSR & ESG) COMMITTEE

As on March 31, 2025, the Corporate Social Responsibility
and Environmental, Social & Governance (CSR &
ESG) Committee comprises one Executive Director, B
Thiagarajan (Chairman), one Independent Director,
Anita Ramachandran, and one Non-Executive Director,
Sunaina Murthy.

During the year under review, the Company's total CSR
obligation was H 7.04 crores i.e., two percent of its average
net profits made during the three immediately preceding
financial years. The Company has spent an amount of
H 7.39 crores towards various CSR initiatives. Based on the
recommendation of CSR & ESG Committee, the Board of
Directors have approved set-off of excess CSR spent of
H 0.35 crores towards CSR obligation of FY26. An amount
of H 0.13 crores in respect of ongoing project, viz. for
empowering youth through Skill-based training through
its implementing partner 'Confederation of Indian
Industry (CII) Foundation', has been transferred to the
Unspent Corporate Social Responsibility Account opened
by the Company in accordance with the provisions of
Section 135(6) of the Companies Act, 2013.

A brief outline of the CSR Policy and the initiatives
undertaken by the Company on CSR activities during the
year are set out in Annexure 2 of this report as prescribed
in the Companies (Corporate Social Responsibility Policy)
Rules, 2014, and amendments thereof. The CSR Policy is
available on the website of the Company at: https://www.
bluestarindia.com/media/343680/csr-policy.pdf

Details of the other Committees of the Board including
details of the meetings and attendance of all Committees
are provided in the Corporate Governance Report, which
forms part of this Annual Report.

EVALUATION OF PERFORMANCE OF
THE BOARD, ITS COMMITTEES AND OF
DIRECTORS

The Nomination and Remuneration Committee at its
meeting held on January 28, 2025, and the Board at its
meeting held on January 29, 2025, approved the criteria
for evaluating the Chairman, Directors, the Board, and
its Committees. Accordingly, the questionnaires were
circulated seeking inputs of the Directors to evaluate on
various parameters including structure and composition
of the Board and Committees, quality of Board processes,
Board culture and dynamics, effectiveness vis-a-vis
stakeholders' expectations in terms of strategic direction,
and guidance to the leadership team.

The inputs received from the Directors were deliberated
upon and reviewed by the Independent Directors at a
separate meeting held on March 26, 2025. At this meeting,
they evaluated the performance of the Non-Independent
Directors, the Board as well as that of the Chairman,

taking into account the views of the Executive and Non¬
Executive Directors. The Board of Directors carried out an
annual evaluation of the performance of the Board as a
whole, the Chairman, the Directors individually, and the
working of the Committees of the Board. The outcome
of the evaluation was noted by the Nomination and
Remuneration Committee at its meeting held on April 30,
2025, and by the Board of Directors at its meeting held on
May 7, 2025. Broadly, the Directors have expressed their
satisfaction with the evaluation process and the outcome.
The Board also noted the key action points that emerged
from the process for implementation. Additional details
on the Board Evaluation is provided in the relevant section
of the Corporate Governance Report, which forms part of
this Annual Report.

NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Policy has been
adopted with the objective to provide a broad framework
for the Board of Directors of the Company on appointment,
removal, retirement, remuneration of the Directors, Key
Managerial Personnel (KMP) and Senior Management
Personnel (SMP); and Board diversity.

It is designed to foster a high-performance culture that
enables the Company to attract, retain and motivate the
Directors/KMPs/SMPs to achieve results. As part of the
Policy, the Nomination and Remuneration Committee
has to ensure that the appointment of the candidate
for the position of Directors/KMPs/SMPs possess the
requisite skills, competencies, expertise, optimum talent
mix, independence and their remuneration structure/
payouts is decided based on the adequacy of the level and
composition of remuneration, well defined performance
parameters, appropriate balance between fixed and
variable incentives, share-based and other compensation
plans, Company's performance against the annual budget,
and individual performance against the key result areas,
compensation and benefits survey based on industry
benchmarks and current trends. The performance of the
Directors/KMPs/SMPs was evaluated and reviewed by the
Nomination and Remuneration Committee.

During the year, in line with amendment in Listing
Regulation, the definition of SMPs and role of Compliance
Officer was amended in the Nomination and Remuneration
Policy of the Company. The Nomination and Remuneration
Policy is uploaded on the Company's website at:
https://www.bluestarindia.com/media/217800/blue-
star-nrc-policy.pdf

Details of the ratio of the remuneration of each Director to the median employee's remuneration and other details in
terms of Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 and amendments thereof are provided below:

The Non-Executive Directors of the Company are paid
sitting fees and commission as per the statutory provisions
and within the limits approved by the members. The
details of the remuneration of Non-Executive Directors
are provided in the Corporate Governance Report, which
forms part of this Annual Report.

CORPORATE GOVERNANCE

The Company is committed in maintaining the highest
standards of corporate governance and continues to be
compliant with the requirements of corporate governance
as enshrined in the Listing Regulations.

The report on corporate governance together with a
certificate from the Secretarial Auditors of the Company,
confirming compliance with corporate governance norms
as stipulated in the Listing Regulations, forms a part of
this Annual Report.

VIGIL MECHANISM

Your Company is committed to conduct its business with
the highest standards of ethics, integrity, and transparency
across its operations, in compliance with the applicable
laws and regulations. In line with a strong commitment to
governance and compliance, the Company has instituted a
robust Vigil Mechanism framework encompassing various
elements and components in an integrated manner.

The Vigil Mechanism structure at your Company is
based on the COSO 2017 ERM framework and COSO
2013 internal control-integrated framework governing
risk, compliance, and controls. Embedded in the Vigil
Mechanism structure are three lines of defence. The first
line of defence comprises key management controls,
viz., financial controls, governance policies, and internal
control measures at the process owner level. The second
line of defence is addressed by an assurance from risk
management and compliance procedures. The third line
of defence is provided through the work done by the
Internal and the Statutory Auditors.

Governance policies, internal controls, stakeholders'
engagement, enterprise risk management, compliance,
and the internal and statutory audit, are key components
of Blue Star's Vigil Mechanism. They are interwoven in the
Vigil Mechanism system to enable constant interplays to
drive home the assurance of best practices and creation of
value for all the stakeholders of the Company.

As a part of its governance policies, the Company has in
place a whistle blower policy to enable the Stakeholders to

report concerns of any unethical behaviour, unacceptable
and improper practices, or suspected fraud. An Ethics
Committee has been constituted, comprising the Group
Chief Financial Officer, Group Chief Human Resources
Officer, and Company Secretary & Compliance Officer
(Ethics Officer) to administer this Policy. The Policy also
provides a mechanism for stakeholders to approach the
Chairman of Audit Committee or Ethics Committee. The
Company has also adopted a robust Governance, Risk
and Compliance Framework that enables a seamless
integration of processes and components around the
Company's governance, risk and compliance objectives.
The Audit Committee reviews on a quarterly basis,
whistle blower and other Code of Conduct complaints
and oversees the implementation of corrective actions
wherever necessary.

The Whistle Blower Policy is uploaded on the
Company's website at: https://www.bluestarindia.com/
media/271525/whistle-blower-policy.pdf

The Company has also adopted a Code of Conduct which
is available on the Company's website at: https://www.
bluestarindia.com/media/271526/code-of-conduct.pdf

The Governance, Risk and Compliance Framework is
uploaded on the Company's website at: https://www.
bluestarindia.com/media/335126/governance-risk-
compliance-framework website.pdf

INTERNAL CONTROL SYSTEMS

The Company has established an internal control system
commensurate with the size, scale, and complexity of
its operations.

To enhance the standards of controls and governance, the
Company has adopted the COSO 2013 framework to ensure
that robust internal financial controls exist concerning
operations, financial reporting, and compliance.

Significant features of the Company's internal
control system are:

• A leading firm of Chartered Accountants manages
the Internal Audit function in line with best-in¬
class governance practices. It reviews and reports
to the Audit Committee about compliance with
internal controls, the efficiency and effectiveness of
operations as well as key process risks.

• The Audit Committee periodically reviews internal
audit plans, significant audit findings, and adequacy
of internal controls.

• Systematic self-certification of adherence to key
internal controls, as part of control self-assurance by
process owners, monitors, and reviewers.

• Adherence with a comprehensive information
security policy and continuous upgrades of
the Company's IT systems for strengthening
automated controls.

• Appropriate segregation of duties and usage of
technology for continuous controls monitoring and
enhanced controls assurance.

• Continuous control review mechanism in place to
check adequacy of the established internal controls.

During the year, the internal controls were tested and
found effective, as a part of the Management's control
testing initiative.

Accordingly, the Board, with the concurrence of the Audit
Committee and the Auditors believe that the Company's
Internal Financial Controls were adequate and operating
effectively for the financial year ended March 31, 2025.

COMPLIANCE WITH SECRETARIAL
STANDARDS

The Company has complied with the provisions of
Secretarial Standards on Meetings of the Board of Directors
(SS-1) and on General Meetings (SS-2).

LOANS, GUARANTEES AND INVESTMENTS

Details of loans, guarantees, investments and security
provided as covered under the provisions of Section 186 of
the Act, as may be applicable are given in the standalone
financial statements as Note No. 9-11.

CONTRACTS OR ARRANGEMENTS WITH
RELATED PARTIES

The Company has in place a process for approval of
Related Party transactions and dealing with related
parties. All the related party transactions are approved by
the Audit Committee. All related party transactions that
were entered into during the financial year were on an
arm's length basis and in the ordinary course of business.

There are no material transactions with any related party
as defined under Section 2(76) of the Act and Regulation

2(zb) of the Listing Regulations and hence disclosure in
Form AOC-2 has not been provided.

The details of transactions with the related parties as
per Indian Accounting Standards are provided in the
standalone financial statements in Note No. 38.

A policy governing the related party transactions has been
uploaded on the Company's website at: https://www.
bluestarindia.com/media/78799/policy-for-transaction-
with-related-parties.pdf

HUMAN RESOURCES

The Company continues to invest systematically in
fostering a high-trust, performance-oriented culture
across all levels of the organisation. During the year
under review, efforts were intensified to strengthen
employee engagement and development, with a focus on
Gen-Z, thereby reinforcing the Company's position as an
employer of choice in the markets it operates in.

The voice of employees remained central to the Company's
people strategy. Inputs gathered through structured
feedback mechanisms were meticulously analysed and
translated into actionable enhancements in HR policies
and processes. This approach enabled the organisation
to remain agile and aligned with employee expectations,
while maintaining benchmarked people practices.
Employee engagement continued to be a vital pillar of the
people agenda. The Company designed and implemented
numerous initiatives aimed at strengthening bonds with
the operator workforce and their families. These efforts
not only improved workplace inclusivity but also helped
deepen trust across this workforce.

A key priority for Blue Star has been building a future-
ready, agile workforce. The Company's continued focus on
aligning individual aspirations with organisational growth
was evident through targeted learning and development
initiatives. The Star Lead program, a flagship leadership
pipeline initiative, has gained significant momentum. It is
designed to nurture young managers by equipping them
with critical competencies such as a growth and strategic
mindset, intrapreneurial thinking, organisation-building
capabilities, and customer centricity. This structured
developmental intervention is a cornerstone of the
Company's leadership-building philosophy.

In a move to foster a more inclusive and diverse leadership
pipeline, customised development programmes and

support groups were launched for women managers.
These initiatives were designed to create an enabling
environment for career advancement and peer learning.

During FY25, several business-aligned learning
programmes were deployed across the organisation.
Capability development for both individual contributors
and people managers remained a focus area, with curated
learning journeys and mentoring support by internal
middle management. In parallel, the Company scaled up
technical and functional capability-building initiatives.
A key milestone was the establishment of a state-of-
the-art Learning Centre in Chennai. Complementing
this, 'Training-on-Wheels' facility continued to enhance
skill development for the channel partners' workforce
across regions.

Digitalisation of HR processes progressed significantly,
with enhanced user experience through customised
platforms. This has streamlined transactions and improved
access to services, aligning with the Company's broader
digital transformation agenda.

Looking ahead, the Company will continue to prioritise
capability development, digital enablement, and
leadership pipeline building. Future initiatives will focus
on data-driven workforce planning, expansion of diversity
and inclusion strategies, and leveraging emerging
technologies to enhance employee experience, ensuring
that the human capital remains a strong driver of growth
for the Company.

PARTICULARS OF EMPLOYEES

Details of employee remuneration as required under
provisions of Section 197(12) of the Companies Act, 2013
read with Rule 5(2) & 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014
will be made available during 21 days before the Annual
General Meeting upon request in writing made by the
shareholder to the Company Secretary of the Company.

DISCLOSURES UNDER SEXUAL HARASSMENT
OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

The Company has zero-tolerance for sexual harassment
at the workplace and has adopted a policy on prevention,
prohibition, and redressal of the same, in line with
the provisions of the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act,
2013, and the Rules thereunder.

All employees (permanent, contractual, temporary, and
trainees) are covered under this Policy. The Company has
duly constituted Internal Complaints Committees in line
with the provisions of the Sexual Harassment of Women
at Workplace (Prevention, Prohibition and Redressal) Act,
2013, to redress complaints received regarding sexual
harassment. The Company organises workshops and
awareness programs at regular intervals for sensitising the
employees with the provisions of the said Act. During the
year, the Company received two complaints of which one
complaint was disposed of and one complaint which was
pending as on March 31, 2025, was resolved after the close
of the financial year.

ENERGY CONSERVATION, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO

The Company incurred a total expenditure of H 139.50
crores on research and development for the year as
against H 143.47 crores in the previous year.

During the year, the Company recorded foreign exchange
earnings from the export of its products, commission, and
other income, aggregating to H 530.26 crores as against
H 267.17 crores in the previous year. The foreign exchange
outflow stood at H 1,848.63 crores as compared to
H 1,555.43 crores in the previous year.

The information on Energy Conservation, Technology
Absorption and Foreign Exchange Earnings and Outgo,
as required under Section 134(3)(m) of the Act, read with
Rule 8 of the Companies (Accounts) Rules, 2014, is annexed
herewith as Annexure 1.

MANAGEMENT DISCUSSION AND
ANALYSIS

The Management Discussion and Analysis for the year
under review, as stipulated under Regulation 34 of Listing
Regulations, forms a part of this Annual Report.

BUSINESS RESPONSIBILITY AND
SUSTAINABILITY REPORT

In compliance with Regulation 34 of the Listing
Regulations, the Business Responsibility and Sustainability
Report describing sustainability initiatives undertaken by
the Company during the year under review is provided in
a separate section forming part of this Annual Report.

INTEGRATED REPORTING

Your Company has adopted Integrated Reporting
describing initiatives undertaken by the Company for
enhancing stakeholders' value in the long term. The report
on Integrated Reporting is provided in a separate section
forming part of this Annual Report.

STATUTORY AUDITORS

The Company's existing Statutory Auditors, M/s Deloitte
Haskins & Sells LLP, Chartered Accountants, were re¬
appointed by the Members at the 75^th Annual General
Meeting (AGM) of the Company held on August 3, 2023, for
a period of 5 years, to hold office until the conclusion of the
80^th AGM to be held for FY 2027-28 at such remuneration
as may be mutually agreed upon between the Board of
Directors of the Company and the Auditors.

AUDITOR'S REPORT

The Audit Committee and the Board have duly reviewed
the Statutory Auditor's Report on the financial statements.
There is no qualification, reservation, or adverse remark
given by the Auditors in their report.

COST AUDITORS

In terms of the provisions of Section 148 of the Act, read
with the Companies (Cost Records and Audit) Rules, 2014,
the Board of Directors had on the recommendation of
the Audit Committee, appointed M/s Narasimha Murthy
& Co, Cost Accountants, Hyderabad, as the Cost Auditors,
to conduct the cost audit for the financial year ended
March 31,2025.

As per the Act, the remuneration payable to the cost auditor
is required to be placed before the members in a general
meeting for their ratification. Accordingly, a resolution
seeking members' ratification for the remuneration
payable to M/s Narasimha Murthy & Co forms part of the
Notice convening the Annual General Meeting.

COST RECORDS

As per Section 148 of the Companies Act, 2013, read with
the Companies (Cost Records and Audit) Rules, 2014,
your Company is required to maintain cost records and
accordingly, such accounts and records are maintained.

SECRETARIAL AUDITORS

In terms of the provisions of Section 204 of the Act,
read with Companies (Appointment and Remuneration

of Managerial Personnel) Rules, 2014, the Board had
appointed M/s N L Bhatia & Associates, Practicing Company
Secretaries, as the Secretarial Auditor of the Company for
conducting the secretarial audit of your Company for the
financial year ended March 31, 2025.

The Secretarial Audit Report given by M/s N L Bhatia &
Associates, Practicing Company Secretaries, has been
provided in Annexure 3 to this Report.

As required under Regulation 24A of the Listing
Regulations, the Secretarial Audit Report of Blue Star
Climatech Limited, the material unlisted subsidiary, given
by M/s Ashish Bhatt & Associates is also provided in
Annexure 3A to this Report.

The Secretarial Audit Report of the Company and Blue Star
Climatech Limited as mentioned above does not contain
any qualification, reservation, or adverse remark.

In compliance with Regulation 24A of the amended
Listing Regulations and Section 204 of the Act, the
Board at its meeting held on March 18, 2025, based
on recommendation of the Audit Committee, has
approved the appointment of M/s MMJB & Associates
LLP, Practising Company Secretaries, a peer reviewed firm
(ICSI UIN: L2020MH006700) as Secretarial Auditors of
the Company for a period of 5 (five) consecutive years
commencing from the conclusion of upcoming 77^th
Annual General Meeting ('AGM') till the conclusion of 82^nd
AGM to be held in the year 2030, to conduct Secretarial
Audit for the period from April 1, 2025 till March 31, 2030,
subject to approval of the members at the ensuing AGM.

The Board places on record its sincere appreciation
and gratitude to M/s N L Bhatia & Associates, Practicing
Company Secretaries, for their dedicated and professional
services as Secretarial Auditors of the Company over
the past 10 years.

INTERNAL AUDITORS

In terms of the provisions of Section 138 of the Act read
with Companies (Account) Rules, 2014, the Company
has appointed M/s Grant Thornton Bharat LLP, Chartered
Accountants, as the Internal Auditors.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, none of the auditors, viz.,
statutory auditors, cost auditors, and secretarial auditors,
have reported to the Audit Committee, under Section
143(12) of the Act, any instances of fraud committed
against the Company by its officers or employees, the

details of which would need to be mentioned in the
Board's Report.

ANNUAL RETURN

The annual return of the Company has been uploaded
on the Company's website at: https://www.bluestarindia.
com/investors/annual-returns

RESERVES

During the financial year, there was no amount proposed
to be transferred to the reserves.

PROCEEDINGS UNDER INSOLVENCY AND
BANKRUPTCY CODE, 2016

There are no proceedings, either filed by the Company
or against the Company, pending under the Insolvency
and Bankruptcy Code, 2016 as amended, before the
National Company Law Tribunal or other Courts as on
March 31,2025.

OTHER DISCLOSURES

• Except as provided in the Report, no material
changes, and commitments affecting the financial
position of the Company, have occurred between the
end of the financial year under review and the date
of this report.

• There were no significant and material orders passed
by the Regulators or Courts or Tribunals impacting
the going concern status of your Company and its
operations in the future.

• Your Company has not issued Equity Shares with
differential rights as to dividend, voting or otherwise.

• Your Company has listed its Commercial Paper on
National Stock Exchange of India Ltd.

• Your Company has not issued any sweat equity shares.

• There has been no change in the nature of business
of your Company.

• The Company has not made any one-time settlement
for loans taken from the Banks or Financial Institutions,
and hence the details of difference between amount
of the valuation done at the time of one-time
settlement and the valuation done while taking loan
from the Banks or Financial Institutions along with
the reasons thereof is not applicable.

• In terms of Regulation 34(3) read with Para A of
Schedule V of the Listing Regulations, the Company,
during the financial year, has not entered into any
transaction with person or entity belonging to the
promoter/promoter group holding 10% or more
shareholding in the Company.

• There was no revision of financial statements
and Board's Report of the Company during the
year under review.

ACKNOWLEDGEMENTS

The Directors place on record their sincere appreciation for
the assistance, guidance, and co-operation provided by
the Government of India and other regulatory authorities.
The Directors thank the financial institutions and banks
associated with the Company for their support as well.
The employees are instrumental for the Company scaling
new heights year after year, and their commitment and
contribution are deeply acknowledged. Shareholders'
involvement is greatly valued. The Directors look forward
to your continuing support.

For and on behalf of the Board of Directors

Vir S Advani

Date : May 7, 2025 Chairman & Managing Director

Place: Mumbai (DIN: 01571278)