Nature of the Disclosure

This is a regulatory disclosure under SEBI Listing Regulations (Regulation 30) by Blue Star Limited, containing a Postal Ballot Notice sent to shareholders. The notice seeks approval for a special resolution regarding the appointment of an Independent Director.

Key Dates

  • Cut-off Date for Voting Eligibility: Friday, September 11, 2026
  • Remote E-Voting Period Commencement: Thursday, September 17, 2026 (09:00 hours IST)
  • Remote E-Voting Period End: Friday, October 16, 2026 (17:00 hours IST)
  • Result Declaration Date: On or before Sunday, October 18, 2026
  • Notice Date: September 16, 2026

Resolution Details

Special Business: Appointment of Mr. Nikhilesh Panchal (DIN: 00041080) as an Independent Director.

Proposed Term: Five consecutive years, from August 14, 2026, to August 13, 2031.

Type of Resolution: Special Resolution.

Remuneration: To be determined by the Board of Directors within the overall limits permitted by law. He is entitled to sitting fees for meetings, reimbursement of expenses, and commission as determined for each financial year.

Parties Involved

  • Proposed Director: Mr. Nikhilesh Panchal
  • Scrutinizer: Ms. Deepti Kulkarni (Membership No. A34733, CP No. 22502) or Mr. Omkar Dindorkar (Membership No. A43029, CP No. 24580) of MMJB & Associates LLP
  • Registrar and Share Transfer Agent (RTA): MUFG Intime India Private Limited (formerly Link Intime India Private Limited)
  • E-Voting Service Provider: National Securities Depository Limited (NSDL)
  • Compliance Officer: Mr. Rajesh Parte, Company Secretary & Compliance Officer

Explanatory Statement Highlights

Profile of Mr. Nikhilesh Panchal:

  • A practicing lawyer with over 35 years of experience.
  • Registered Advocate with Bar Council of Maharashtra & Goa and a registered Solicitor with the Bombay Incorporated Law Society.
  • A registered Patent and Trademark Attorney.
  • Holds a master's degree in law.
  • Expertise in Corporate & Commercial laws, acquisitions, mergers, amalgamations, and capital market transactions.
  • Partner at Khaitan & Co since 2005.

Rationale for Appointment:

The Nomination & Remuneration Committee (NRC) recommended his appointment based on his skills, capabilities, and extensive experience, which would bring valuable perspectives to the Board. The Board approved his appointment as an Additional Director designated as an Independent Director on July 29, 2026, subject to shareholder approval.

Professional Relationship Disclosure:

The company avails legal services from Khaitan & Co on an arm's length basis. Professional fees paid were approximately ₹25 lakhs during FY 2025-26 and approximately ₹20 lakhs up to August 2026 for FY 2026-27. The Board is satisfied that this relationship does not impair his independence.

Director Declarations:

Mr. Panchal has provided a declaration confirming he meets the independence criteria under Section 149 of the Companies Act, 2013, and SEBI LODR Regulations. He has also given consent for appointment and a declaration that he is not disqualified under Section 164. He is registered with the databank of Independent Directors.

Shareholding: Mr. Nikhilesh Panchal holds no shares in the company.

Voting Procedure

  • Voting is restricted to remote e-voting only; no physical ballot forms are being sent.
  • The notice is being sent electronically to members whose email addresses are registered as of the cut-off date.
  • Members can vote via the NSDL e-voting platform (https://www.evoting.nsdl.com/).
  • Detailed instructions for different types of shareholders (demat with NSDL, demat with CDSL, physical holders) are provided in the notice.

Additional Information

  • The draft letter of appointment and other relevant documents are available for inspection at the Registered Office during the e-voting period.
  • The resolution, if approved, will be deemed passed on October 16, 2026.
  • The results will be posted on the company's website (www.bluestarindia.com) and the NSDL website (www.evoting.nsdl.com), and intimated to the stock exchanges (BSE and NSE).

Other Directorships and Committee Memberships (as of the notice date)

Mr. Nikhilesh Panchal holds directorships in seven other companies: Swaraj Engines Limited, Ashok Buildcon Limited, Mahindra Last Mile Mobility Limited, Avendus Finance Private Limited, Franklin Templeton Trustee Services Pvt Ltd., MSL Driveline Systems Limited, and Neilsoft Limited. He holds various committee memberships/chairmanships in these entities, as detailed in Annexure I. He has not resigned from any listed entities in the past three years.

#Tags: #BlueStar #SEBIRegulation30 #PostalBallot #IndependentDirector #CorporateGovernance #Neutral