By Order of Board For BS Limited. Sd/- (Rajesh Agarwal) Chairman & Managing Director. Date : August 31, 2015 Place : Hyderabad

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1 BS LIMITED (CIN: L27109AP2004PLC042375) Regd. Office: /10, #504, 5 th Floor, Trendset Towers, Road No. 2, Banjara Hills, Hyderabad , Telangana, India NOTICE NOTICE IS HEREBY GIVEN THAT THE ELEVENTH ANNUAL GENERAL MEETING OF THE MEMBERS OF M/S. BS LIMITED WILL BE HELD ON WEDNESDAY, THE 30 TH DAY OF SEPTEMBER 2015, AT AM AT OCCASIONS, HOTEL BEST WESTERN JUBILEE RIDGE, # 38 & 39, KAVURI HILLS, ROAD NO. 36, JUBILEE HILLS, HYDERABAD , TELANGANA, TO TRANSACT THE FOLLOWING BUSINESS: ORDINARY BUSINESS: 1. To receive, consider and adopt the Audited Financial Statements including Consolidated Financial Statements of the Company for the Financial Year ended March 31, 2015 together with the Reports of the Board of Directors and Auditors thereon and if thought fit, to pass with or without modification, the following resolution as an Ordinary Resolution: RESOLVED THAT the Audited Balance Sheet as at March 31, 2015, the Statement of Profit and Loss and Cash Flow Statement for the year ended on that date, together with the Reports of Directors and Auditors thereon as presented to the Meeting, be and are hereby, approved and adopted. 2. To appoint a Director in the place of Mr. Arun Dogra (DIN: ) who retires by rotation and who, being eligible, offers himself for reappointment. 3. To appoint Statutory Auditors and fix their remuneration and in this regard to consider and, if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: RESOLVED THAT pursuant to Sections 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), M/s. P. Murali & Co., Chartered Accountants, (bearing ICAI Registration No S), be and are hereby appointed as Statutory Auditors of the Company to hold office from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting of the Company, on such remuneration as may be determined by the Board of Directors of the Company. SPECIAL BUSINESS: 4. Appointment of Ms. Dimple Kaul as Non-Executive and Independent Director of the Company. To consider and if thought fit, to pass with or without modification, the following resolution as an Ordinary Resolution: RESOLVED THAT, pursuant to the provisions of Sections 149, 150, 152, and other applicable provisions of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 (including any Statutory modification(s) or re-enactment thereof for the time being in force) read with Schedule IV to the Companies Act, 2013 and Clause 49 of the Listing Agreement, Ms. Dimple Kaul (DIN ), who was appointed as an Additional Director of the Company with effect from August 29, 2015 and whose term of Office expires at this Annual General Meeting in terms of Section 161 of the Companies Act, 2013 and in respect of whom the Company has, pursuant to Section 160 of the Companies Act, 2013, received a Notice in writing proposing her candidature for the Office of Director, be and is hereby appointed as a Non-Executive and Independent Director of the Company, not liable to retire by rotation, to hold office for a term upto Five Consecutive years from the conclusion of this Annual General Meeting and to receive remuneration by way of fees, reimbursement of expenses, for participation in the Meetings of the Board and / or Committees in terms of applicable provisions of the Companies Act, 2013 as may be determined by the Board of Directors from time to time. 5. Appointment of Mr. Kamesh Yalamarty as Managing Director of the Company. To consider and if thought fit, to pass with or without modification, the following resolution as a Special Resolution: RESOLVED THAT pursuant to Section 152 and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), Mr. Kamesh Yalamarty (DIN: ) who was appointed as an Additional Director with effect from June 04, 2015 by the Board of Directors of the Company and

2 whose term of Office expires at this Annual General Meeting in terms of Section 161 of the Companies Act, 2013 and in respect of whom the Company has, pursuant to Section 160 of the Companies Act, 2013, received a Notice in writing proposing his candidature for the Office of Director, be and is hereby appointed as Director of the Company. RESOLVED FURTHER THAT pursuant to the provisions of Sections 196, 197, 203 and any other applicable provisions of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or reenactment(s) thereof for the time being in force), subject to Schedule V to the Companies Act, 2013, Articles of Association of the Company, and as per the recommendation of Nomination & Remuneration Committee, the consent of the Company be and is hereby accorded for the appointment of Mr. Kamesh Yalamarty (DIN ) as the Managing Director of the Company for a period of Three (3) Years effective from August 12, 2015, on the terms and conditions of appointment and remuneration as set out in the Explanatory Statement attached to this Notice and as set out in the Agreement entered into between Mr. Kamesh Yalamarty and the Company, with the liberty to the Board of Directors to alter and vary the terms and conditions of the said appointment and/or agreement and remuneration so as not to exceed the limits specified in Schedule V to the Companies Act, 2013 or any amendment thereof for the time being in force, as may be agreed to between the Board of Directors and Mr. Kamesh Yalamarty or as may be varied by the General Meeting and to do all such acts, deeds, matters and things as they may in their absolute discretion deem necessary, expedient, usual and proper in the best interest of the Company for the purpose of giving effect to this resolution. 6. Ratification of Remuneration of Cost Auditors of the Company. To consider and, if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary Resolution: RESOLVED THAT pursuant to Section 148 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and Companies (Cost Records and Audit) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), M/s. Srinivas & Co., Cost Accountants, (bearing Firm Registration No , allotted by The Institute of Cost Accountants of India), who were appointed as Cost Auditors for conducting Audit of the Cost Records of the Company for the Financial Year , be paid remuneration of ` 140,000/- (Rupees One Lakh Forty Thousand Only) per annum, excluding Service Tax and reimbursement of travel and out-of-pocket expenses at actuals, if any, incurred in connection with the Audit. RESOLVED FURTHER THAT the Board of Directors and / or the Company Secretary of the Company, be and are hereby authorised to settle any question, difficulty or doubt, that may arise in giving effect to this resolution and to do all such acts, deeds and things as may be necessary, expedient and desirable for the purpose of giving effect to this resolution. 7. Increase in Authorized Share Capital of the Company. To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution: RESOLVED THAT pursuant to provisions of Section 61 and other applicable provisions of the Companies Act, 2013 and Rules made thereunder, or any statutory modification(s), amendment or re-enactment thereof and subject to such approvals, permissions, and sanctions, if any, as may be necessary from any concerned authorities, the Authorized Share Capital of the Company be increased from ` 50,00,00,000/- (Rupees Fifty Crores only) divided into 50,00,00,000 (Fifty Crore only) Equity Shares of ` 1/- (Rupee One) each to ` 100,00,00,000/- (Rupees One Hundred Crores only) divided into 100,00,00,000 (One Hundred Crore) Equity Shares of ` 1/- (Rupee One only) each. 8. Alteration of Memorandum of Association of the Company. To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution: RESOLVED THAT pursuant to Section 13 and all other applicable provisions of the Companies Act, 2013 and Rules made thereunder, the existing Clause V of the Memorandum of Association of the Company be and is hereby amended by deletion of the existing Clause V and by substitution thereof by the following Clause: V. The Authorized Share Capital of the Company is ` 100,00,00,000/- (Rupees One Hundred Crores only) divided into 100,00,00,000 (One Hundred Crore) Equity Shares of ` 1/- (Rupee One only) each. The Company shall have power to increase the said capital and to issue any part of its capital, original or increased, with or without any preferential rights, privileges, conditions or advantages over or as compared with any shares previously issued or 2

3 to be thereafter issued, whether in respect of dividend or repayment of capital or both and whether with any special rights of voting or without any right of voting and generally on such terms as the Company may from time to time determine, nevertheless that in the event of the Capital of the Company (including the original Capital) being or becoming divided into shares of different classes, the rights or privileges attached to any class, may be affected, altered, modified or dealt with only in accordance with the provisions in that behalf contained in the Articles of Association of the Company for the time being subject to the provisions of the Companies Act, The Company shall have power from time to time to increase or reduce its capital. The shares forming part of the Capital (original, increased or reduced) of the Company may be sub-divided, consolidated or divided into such classes, with any preferential, deferred, qualified, special or other rights, privileges or conditions attached thereto and be held upon such terms as may be determined by the Articles of Association and Regulations of the Company for the time being or otherwise. RESOLVED FURTHER THAT the Board of Directors be and is hereby authorized to do all such acts, deeds, matters and things as may be considered necessary, desirable and expedient for giving effect to this resolution and/or otherwise considered by them in the best interest of the Company. 9. Issue of Equity Shares of the Company under Non- Promoters Category on Preferential basis. To consider and if thought fit, to pass with or without modification(s), the following resolution as a Special Resolution: RESOLVED THAT pursuant to the provisions of Section 62(1)(c) of the Companies Act, 2013 (the Act ) and other applicable provisions, if any, of the Act and Rules made thereunder and all other applicable laws (including any statutory modification(s) or reenactment thereof for the time being in force) and in accordance with the provisions of the Memorandum and Articles of Association of the Company, Listing Agreements entered into by the Company with the Stock Exchanges where the Equity Shares of the Company are listed and any other rules/regulations/ guidelines, notifications, circulars and clarifications issued there thereon from time to time by the Government of India, the Securities and Exchange Board of India ( SEBI ), including Chapter VII of the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2009 as amended from time to time (the SEBI (ICDR) Regulations ), the SEBI (Substantial Acquisition of Shares & Takeover) Regulations, 2011, as amended from time to time (the SEBI Takeover Regulations ) and subject to necessary approvals, permissions, sanctions and consents as may be required from Competition Commission of India (the CCI ), as may be applicable or any regulatory and other appropriate authorities (including but not limited to the Securities and Exchange Board of India ( SEBI ), the Reserve Bank of India ( RBI ), the Government of India, etc.,), if any and all such other approvals, which may be agreed to by the Board of Directors (hereinafter referred to as the Board, which term shall be deemed to include any committee which the Board has constituted or may constitute to exercise its powers, including the powers conferred by this resolution) and in terms of the Business Transfer Agreements (the BTAs ) entered into with the Seller Companies/ Proposed Allottees as mentioned in the Explanatory Statement annexed hereunto, the consent, authority and approval of the members of the Company be and is hereby accorded to the Board to create, offer, issue and allot, in one or more tranches, upto 223,095,100 (Twenty Two Crores Thirty Lakh Ninety Five Thousand One Hundred) fully paid-up Equity Shares of the Company, having face value of ` 1/- each (Rupee One only) at a Premium of ` 41/- each (Rupees Forty One Only) [i.e., Issue Price ` 42/- per Share] for consideration other than cash (i.e., in lieu of proposed assets to be acquired through BTAs by way of Slump Sale as per the provisions of Income Tax Act, 1961) for discharging the consideration payable to the Seller Companies for upto the tune of ` 937 Crores (Rupees Nine Hundred Thirty Seven Crores only ) under Non Promoters category by way of Preferential Allotment in one or more tranches to the Seller Companies/ Proposed Allottees as mentioned in the Explanatory Statement annexed hereunto to this Notice, in such manner and on such other terms and conditions, as the Board may, in its absolute discretion, think fit. RESOLVED FURTHER THAT in accordance with the SEBI (ICDR) Regulations, the Relevant Date for arriving the issue price of the Equity Shares proposed to be allotted is August 31, 2015 (i.e., being the date which is 30 days prior to the date of Annual General Meeting on which the Shareholders approval is sought i.e., September 30, RESOLVED FURTHER THAT the Equity Shares to be issued and allotted shall be subject to the provisions of the Memorandum and Articles of Association of the Company and the said Equity Shares shall rank pari-passu in all respects with the existing Equity Shares of the Company including payment of dividend, if any, and other corporate benefits, if any, for the financial year in which the issue/offer/ allotment has been made and subsequent years 3

4 and shall have the same voting rights as the existing Equity Shares. RESOLVED FURTHER THAT the Company do apply for listing of the above said securities with the Stock Exchanges on which the existing Equity Shares of the Company are listed and also make necessary applications with the Depositories for admission of the said Equity Shares. RESOLVED FURTHER THAT the aforesaid Equity Shares allotted in terms of this resolution shall be subject to lock-in requirements in terms of Chapter VII of SEBI (ICDR) Regulations, 2009 and any amendment thereto from time to time. RESOLVED FURTHER THAT for the purpose of giving effect to the above resolution and matters flowing there from, connected with and incidental to any of the matters mentioned in the aforesaid resolution, the Board be and is hereby authorized on behalf of the Company to take all actions and to do all such deeds, matters and things as it may, in its absolute discretion, deem necessary, desirable or expedient to the issue / offer or allotment of the aforesaid equity shares, listing thereof with the stock exchange(s) and to resolve and settle all questions and difficulties that may arise in the proposed issue /offer, including pricing, number of shares to be allotted, allotment of aforesaid shares, utilization of the issue proceeds and to do all acts, deeds and things in connection there with and incidental thereto as the Board may in its absolute discretion deem fit and consent/approval by the members shall be deemed to have been given. RESOLVED FURTHER THAT the Board be and is hereby authorized to delegate all or any of the powers herein conferred by this resolution to any Director or Directors or to any Committee of Directors or any other officer or officers of the Company to give effect to the aforesaid resolutions including to execute any documents on behalf of the Company and to represent the Company before any governmental authorities, and to appoint any professional advisers /consultants /lawyers. 10. Raising of Funds through Issue of Equity Shares / Equity Linked Instruments, Debentures or any Other Securities. To consider and, if thought fit, to pass with or without modification(s), the following Resolution as a Special Resolution: RESOLVED THAT in supersession of all previous resolution(s) in this regard and subject to the approval of the Shareholders and pursuant to Section 62 (1)(c) read with Section 42 and other applicable provisions, if any, of the Companies Act, 2013 ( Act ) (including any statutory modification(s) or re-enactment thereof for the time being in force) and subject to all applicable laws and regulations including but not limited to the Listing Agreements entered into with the Stock Exchanges where the Equity Shares of the Company are listed, Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 ( SEBI- ICDR Regulations ) as amended from time to time, Foreign Exchange Management Act, 1999 and Foreign Exchange Management (Transfer or issue of Security by a person Resident outside India) Regulations, 2000 ( FEMA Regulations ), the issue of Foreign Currency Convertible Bonds and Ordinary Shares (through Depository Receipt Mechanism) Scheme, enabling provisions in the Memorandum and Articles of Association of the Company and also provisions of any other applicable rules, regulations, guidelines or laws and subject to any approval (s), consent(s), permission(s) or sanction(s), if required, from the Central Government, Reserve Bank of India ( RBI ), Securities and Exchange Board of India ( SEBI ) and / or other appropriate authorities, the consent of the Board of Directors of the Company (herein after called the Board which term shall be deemed to include any Committee which the Board may have constituted or herein after constitute to exercise its power including the powers conferred by this resolution) be and is hereby accorded to create, issue, offer and allot (including with provisions for reservation on firm and/ or competitive basis, of such part of issue and for such categories of persons including employees of the Company as may be permitted), either in India or in the course of international offering(s) in one or more foreign markets, from time to time, on such terms and conditions as may be decided and deemed appropriate by the Board in its absolute discretion, in one or more tranches, by way of various offerings in Indian and/or international market, further Equity Shares, Foreign Currency Convertible Bonds, Global Depository Receipts, American Depository Receipts, Debentures / Bonds / Warrants or any combination of these securities and / or any other securities convertible into / exchangeable with Equity Shares (hereinafter referred to as Securities ), whether rupee denominated or denominated in foreign currency, through public and/or private offerings or any combination thereof to any eligible person(s), including but not limited to Qualified Institutional Buyers in accordance with Chapter VIII of the SEBI ICDR Regulations or otherwise, foreign/ resident investors (whether Institutions, Incorporated Bodies, Individuals or otherwise) Trusts/ Foreign Institutional Investors / Mutual Funds / Pension Funds/ Venture Capital Funds (foreign or Indian), Indian and / or multilateral Financial Institutions, Non-Resident Indians, Stabilizing Agents, Banks and / or such other persons or entities including the general 4

5 public) whether or not such Investors are Members of the Company, through Prospectus or any other Offer Document(s) or through any other mode as may be deemed appropriate by the Board, at such time or times as may be determined by the Board, at par or at such price or prices, and on such terms and conditions and in such manner as the Board may, in its absolute discretion, determine, subject to the applicable regulations / guidelines in force, provided however that the aggregate amount raised by the issue of aforesaid Securities shall not exceed United States Dollar ( US$ ) 150 Million (approximately ` 950 Crores at the current exchange rate). RESOLVED FURTHER THAT without prejudice to the generality of the above, the aforesaid offer/issue of Securities may have all or any terms or combination of terms in accordance with the prevalent market conditions including but not limited to terms and conditions relating to payment of interest, Dividend, Premium on redemption at the option of the Company and/or the holders of the Securities including terms for offer/issue of additional equity shares or variation of the conversion price or the period of conversion of Securities into equity shares or terms pertaining to voting rights or option(s) for early redemption of Securities and the Board be and is hereby authorised to determine the form, terms, timing of the offer(s)/issue(s) including the class of investors, number of Securities to be issued and/ or allotted in each tranche, offer/issue price, face value, premium amount on issue / conversion of Securities, rate of interest, redemption period, listing on one or more Stock Exchanges in India or overseas as the Board may, in its absolute discretion, deem fit and to make and /or accept any modifications in the proposal as may be required by the appropriate authorities and to do all acts, deeds, matters and things as may be necessary and to settle any questions or difficulties that may arise in regard to the said offer(s)/issue(s) of Securities. RESOLVED FURTHER THAT the Board be and is hereby authorised to issue allot such number of equity shares as may be required to be issued and allotted upon conversion of any Securities in accordance with the terms of the offering of such Securities, all such equity shares being pari-passu with the then existing shares of the Company in all respects as may be provided under the terms of the issue and in the offer document. RESOLVED FURTHER THAT the consent of the Company be and is hereby granted to the Board to secure, if necessary, all or any of the above securities to be issued, by the creation of mortgage and/or charge on all or any of the Company s immovable and /or movable assets, both present and future, in such form and manner and on such terms as may be deemed fit and appropriate by the Board. RESOLVED FURTHER THAT for the purpose of giving effect to this resolution the Board be and is hereby authorized to do all such acts, deeds, matters and things and execute all such deeds, as it may, at its absolute discretion, deem necessary or desirable or the determination of the terms thereof, including without limitation the entering into of underwriting, Marketing and Institution/ Trustee/ Agents and similar agreements with Merchant Bankers(s), Book Runner(s), Lead Manager(s), Co-Lead Manager(s), Manager(s), Advisor(s), Underwriter(s), Guarantor(s), Depository (ies), Custodian(s), Trustee(s), Stabilization Agent(s) and all such agencies as may be involved for managing, underwriting, marketing, listing thereof with any of the international/domestic Stock Exchange(s) and trading, to issue placement documents and to sign all deeds, documents and writing and to remunerate the managers, underwriters and all other agencies/ Intermediaries by way of Commission, brokerage, fees and the like as may be involved or connected in such offering of Securities, with power on behalf of the Company to settle any question, difficulties or doubts that may arise in regard to any such offer, issue or allotment as it may, in its absolute discretion, deem fit and desirable without being required to seek any further consents or approval of the Company to the end and intent that the Shareholders of the Company shall be deemed to have given its approval thereto expressly by the authority of this resolution. RESOLVED FURTHER THAT the Company do apply for listing of the new Equity Shares as may be issued with the BSE Limited and National Stock Exchange of India Limited or any other Stock Exchange(s). RESOLVED FURTHER THAT the Company do apply to the National Securities Depository Limited and/ or Central Depository Services (India) Limited for admission of the Securities. RESOLVED FURTHER THAT the Board be and is hereby authorised to delegate all or any of the powers in such manner as they may deem fit. Date : August 31, 2015 Place : Hyderabad By Order of Board For BS Limited Sd/- (Rajesh Agarwal) Chairman & Managing Director 5

6 NOTES 1. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 in respect of Special businesses is annexed hereto and forms part of the Notice. 2. A member entitled to attend and vote at the meeting is entitled to appoint one or more Proxies to attend and vote instead of himself and the Proxy or Proxies so appointed need not be a member or members, as the case may be, of the Company. Proxies submitted on behalf of companies, societies, etc. must be supported by an appropriate resolution / authority, as applicable. The instrument appointing the Proxy and the Power of Attorney or other authority, if any, under which it is signed or a notarized certified copy of that Power of Attorney or other authority shall be deposited at the Registered Office of the Company, not later than 48 hours before the time fixed for holding the meeting. A person shall not act as a Proxy for more than 50 Members and holding in aggregate not more than 10% (Ten) percent of the total Voting Share Capital of the Company. However, a single person may act as a Proxy for a member holding more than 10% (Ten) percent of the total Voting Share Capital of the Company provided that such person shall not act as a Proxy for any other person. 3. All documents referred to in the accompanying Notice and Explanatory Statement are open for inspection at the Registered Office of the Company on all working days between 10:00 a.m. and Noon up to the date of the Annual General Meeting. 4. Revenue Stamp should be affixed on the Proxy Form. Forms which are not stamped and signed are liable to be considered invalid. Further for identification purposes etc., it is advisable that the Proxy holder s signature may also be furnished in the Proxy Form. 5. In case of joint holders attending the Meeting, only such joint holder who is higher in the order of names will be entitled to vote. 6. Members/Proxies are requested to bring the attendance slip duly filled in. 7. Members who hold shares in dematerialized form are requested to bring their Depository Account Number (Client ID No.) for easier identification and recording of attendance at the meeting. 8. The Register of Members and Share Transfer Books of the Company will remain closed from September 26, 2015 to September 30, 2015 (both days inclusive) for the purpose of determining the Members eligible for Dividend. 9. The Securities and Exchange Board of India has notified that the shareholders/ transferee of shares (including joint holders) holding shares in physical form are required to furnish a certified copy of their Income Tax Permanent Account Number (PAN) card to the Company / RTA while transacting in the securities market including transfer, transmission or any other corporate action. Accordingly, all the shareholders/ transferees of Shares (including joint holders) in physical form are requested to furnish a certified copy of their PAN Card to the Company/ RTA while transacting in the securities market including transfer, transmission or any other corporate action. 10. In accordance with Section 20 of the Companies Act, 2013 service of documents on Members by a Company is allowed through electronic mode. Accordingly, as a part of Green Initiative, soft copy of the Annual Report is being sent to all the Members whose address(es) are registered with the Company / Depository Participant(s) unless any Member has requested for a hard copy of the same. Members, who have not yet registered their address with the Company / RTA / Depository Participant, are requested to do the same at the earliest by submitting the duly filled in e-communication Registration Form (available on Company s website in the Investor Centre Section) to the Company / RTA. Members can also submit their form along with Attendance Slip at the Registration Counter at AGM. Members holding shares in dematerialized form are requested to register their address with their Depository Participant only. Even after registering for e-communication, members are entitled to receive such communication in physical form, upon receipt of request for the same, free of cost. 11. Pursuant to the provisions of Section 123 of the Companies Act, 2013 and Section 205A read with Section 205C of the Companies Act, 1956, Dividend declared for earlier years which remains unclaimed for a period of 7 years will be transferred by the Company to the Investor Education and Protection Fund ( IEPF ) established by the Central Government. The particulars of due dates for transfer of such Unclaimed Dividends to IEPF are furnished in the Report on Corporate Governance, forming part of the Annual Report. Members who have not encashed the Dividend Warrants so far in respect of the aforesaid periods are requested to send their Claims, if any to the Company/Share Transfer Agent well in advance of the above due date. Once the amount is transferred to the IEPF, no claim shall lie against IEPF or the Company in respect thereof. 6

7 Pursuant to Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amount lying with companies) Rules 2012, the Company will provide / host the required details of unclaimed amounts referred to under Section 205C (2) of the Companies Act, 1956 on its website and also in the website of the Ministry of Corporate Affairs (MCA) in the relevant form every year. 12. Members are requested to affix their signature at the space provided on the attendance slip annexed to proxy form and hand over the slip at the entrance of the meeting hall. Members who hold shares in dematerialized form are requested to bring their Client ID and DP ID numbers for identification. 13. Corporate Members are requested to send duly Certified Copy of the resolution / Power of Attorney authorizing their representatives to attend and vote at the Annual General Meeting. 14. Members desirous of making a nomination in respect of their shareholding in the Company, as permitted under Section 72 of the Companies Act, 2013, are requested to fill up the form annexed as a part of the Annual Report and send the same to the office of the Registrar and Transfer Agent of the Company. 15. The Certificate from the Auditors of the Company on the Company s Employee Stock Option Plan will be available for inspection by Members at the AGM. 16. Electronic copy of the Notice convening the Eleventh Annual General Meeting of the Company and the Annual Report along with the Attendance slip and Proxy form is being sent to the members whose addresses are registered with the Company / Depository Participant(s) for communication purposes unless any member has requested for hard copy of the same. For members who have not registered their addresses, physical copies of the Notice convening the Eleventh Annual General Meeting of the Company, along with the Annual Report, the Attendance slip and Proxy form is being sent to the members in the permitted mode. Members who have not registered their addresses so far are requested to register their addresses for receiving all communications including Annual Report, Notices, Circular, etc. from the Company in electronic mode. 17. As an austerity measure, copies of Annual Report will not be distributed at the Annual General Meeting. Members are requested to bring their copies to the meeting. 18. In terms of Clause 49(VIII)(E) of the Listing Agreement with the Stock Exchanges, a brief profile of Directors, who are proposed to be appointed / re-appointed at this AGM, nature of their expertise in specific functional areas, their other Directorships and Committee Memberships, their Shareholding and Relationship, if any, with other Directors of the Company are annexed hereto. 19. Voting through Electronic Means: a. In compliance with provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 and Clause 35B of the Listing Agreement, as amended from time to time, a member of the Company holding shares either in physical form or in dematerialized form, may exercise his right to vote by electronic means in respect of the resolution(s) contained in this Notice. b. The Company is providing facility for voting by electronic means to its members to enable them to cast their votes through such voting. The Company has engaged the services of Karvy Computershare Private Limited ( Karvy ) as the Authorised Agency to provide remote e-voting facility (i.e. the facility of casting votes by a member by using an electronic voting system from a place other than the venue of a general meeting). c. The Company will also provide facility for voting through polling paper which shall be available at the Meeting and Members attending the Meeting who have not already casted their vote by remote e-voting shall be able to exercise their right to vote at the Meeting. d. The remote e-voting period commences on September 27, 2015 (9:00 AM) and ends on September 29, 2015 (5.00 PM). During this period, the Members of the Company holding shares in physical form or in dematerialized form, as on the cut-off date, being September 23, 2015, may cast their vote by electronic means in the manner and process set out herein below. The e-voting module shall be disabled for voting thereafter. e. Members are requested to carefully read the instructions for remote e-voting before casting their vote. f. The Procedure and instructions for remote e-voting are as under: In case a Member receives an from Karvy [for members whose IDs are registered with the Company/ Depository Participants (s)]: i. Launch internet browser by typing the URL: 7

8 ii. iii. iv. Enter the login credentials (i.e. User ID and password mentioned in the forwarding the Notice of AGM, or mentioned on the attendance sheet accompanying Notice of AGM, in case id is not registered and physical copy of the Annual Report is being received by you. The said login credentials shall be valid only in case you continue to hold the shares on the cut-off date). Your Folio No. / DP ID- Client Id will be your User ID. However, if you hold shares in Demat form and you are already registered with Karvy for remote e-voting, you can use your existing User ID and password for casting your vote. Any person, who has become the Member of the Company after the despatch of AGM Notice but on or before the cut-off date i.e. September 23, 2015, may write to the Karvy on the Id varghese1@karvy. com (or) contact Mr. P A Varghese on , at Karvy Computershare Private Limited, Unit BS Limited, Karvy Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad , requesting for the User ID and Password. After receipt of the above credentials, please follow all the steps from Sr. No. (i) to (xii) as mentioned in (A) above, to cast the vote. After entering these details appropriately, click on LOGIN. v. You will now reach password change Menu wherein you are required to mandatorily change your password. The new password shall comprise of minimum 8 characters with at least one upper case (A- Z), one lower case (a-z), one numeric value (0-9) and a special character (@,#,$, etc.,). The system will prompt you to change your password and update your contact details like mobile number, ID etc. on first login. You may also enter a secret question and answer of your choice to retrieve your password in case you forget it. It is strongly recommend that you do not share your password with any other person and that you take utmost care to keep your password confidential. vi. You need to login again with the new credentials. vii. On successful login, the system will prompt you to select the EVENT i.e., BS Limited. viii. On the voting page, enter the number of shares (which represents the number of votes) as on the Cut-off Date under FOR / AGAINST or alternatively, you may partially enter any number in FOR and partially AGAINST but the total number in FOR / AGAINST taken together shall not exceed your total Shareholding as mentioned herein above. You may also choose the option ABSTAIN. If the Shareholder does not indicate either FOR or AGAINST it will be treated as ABSTAIN and the Shares held will not be counted under either head. ix. You may then cast your vote by selecting an appropriate option and click on Submit. x. A confirmation box will be displayed. Click OK to confirm else CANCEL to modify. Once you have voted on the resolution, you will not be allowed to modify your vote. During the voting period, Members can login any numbers of times till they have voted on the Resolution(s). xi. Shareholders holding multiple folios / Demat accounts shall choose the voting process separately for each folio / Demat accounts. xii. Voting has to be done for each item of the notice separately. In case you do not desire to cast your vote on any specific item it will be treated as abstained. xiii. Corporate / Institutional Members (i.e. other than Individuals, HUF, NRI etc.,) are also required to send scanned certified true copy (PDF Format) of the Board Resolution / Authority Letter etc., together with attested specimen signature(s) of the duly authorised representative(s), to the Scrutinizer at kotes956@yahoo.co.in with a copy marked to evoting@karvy. com. The scanned image of the above mentioned documents should be in the naming format BS Limited, 11th Annual General Meeting. xiv. Once the vote on a resolution is casted by a Member, the Member shall not be allowed to change it subsequently. Further, the Members who have casted their vote through remote e-voting shall not be allowed to vote again at the Meeting. xv. In case of any queries relating to remote e-voting please contact Karvy`s toll free no or visit the FAQ 8

9 section at Karvy Website karvy.com. xvi. In case of grievances connected to the remote e-voting, please contact Mr. Srikrishna P., Manager at Karvy Computershare Private Limited, Karvy Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad at id contact no xvii. You can also update your mobile number and id in the user profile details of the folio which may be used for sending future communication(s). In case a Member receives physical copy of the Notice of AGM [for members whose IDs are not registered with the Company/ Depository Participants (s) or requesting physical copy]. i) User ID and initial Password as provided in the Covering Letter. ii) Please follow all steps from Sl. No. (i) to Sl. No. (xii) as mentioned in (A) above, to cast your vote. g. The Members who have casted their vote by remote e-voting prior to the meeting may also attend the meeting but shall not be entitled to cast their vote again. h. The Board of Directors has appointed Mr. Y. Koteswara Rao, Practicing Company Secretary, as the Scrutinizer to scrutinize the e-voting / Poll and Remote e-voting process in a fair and transparent manner. i. The cut-off date for the purpose of voting (including remote e-voting) is September 23, Poll at the Meeting After the items of the Notice have been discussed, the Chairman will order poll in respect of the items. Poll will be conducted under the supervision of the Scrutinizer appointed for remote e-voting and poll as stated above. A person, whose name is recorded in the Register of Members or in Register of Beneficial Owners maintained by the Depositories as on the cut-off date of September 23, 2015 and who have not casted their vote by remote e-voting, and being present in the AGM, either personally or through proxy, only shall be entitled to vote at the AGM. 21. The voting rights of the Shareholders shall be reckoned on the Paid up value of Shares registered in the name of the Member / Beneficial Owner (in case of Electronic Shareholding) as on the cut-off date i.e. September 23, A member can opt for only one mode of voting i.e. either through remote e-voting or by Ballot. A person, whose name is recorded in the Register of Members or in the Register of Beneficial Owners maintained by the Depositories as on the cut-off date, i.e. September 23, 2015, only shall be entitled to avail the facility of remote e-voting / voting by Ballot at 11th AGM of the Company. 23. The remote e-voting facility will be available during the following period: Commencement of remote e-voting: From 9.00 AM (IST) on September 27, 2015; End of remote e-voting: Up to 5.00 PM (IST) on September 29, The remote e-voting will not be allowed beyond the aforesaid date and time and the e-voting module shall be disabled by Karvy upon expiry of the aforesaid period. 24. The Scrutinizer shall, immediately after the conclusion of voting at the Annual General Meeting, will first count the votes cast at the Meeting and thereafter, unblock the votes cast through remote e-voting in the presence of at least Two witnesses not in the employment of the Company and will make, not later than 48 hours from the conclusion of the AGM, a Consolidated Scrutinizer s Report of the total votes cast in favour or against, if any, to the Chairman or a person authorized by him in writing, who shall countersign the same and declare the result of the voting forthwith. The Chairperson or a person authorised by him in writing will declare the result of voting forthwith. 25. The Scrutinizer s decision on the validity of the vote shall be final and binding. 26. The Results shall be declared not later than 48 hours from the conclusion of the AGM of the Company and the resolutions will be deemed to be passed on the AGM date, i.e. September 30, 2015, subject to receipt of the requisite number of votes in favour of the Resolution(s). 27. The Results declared along with the Scrutinizer s Report will be available on the website of the Company ( and on the website of the service provider ( and will be communicated to the Stock Exchanges, where the Company`s Shares are listed, within 48 hours from the conclusion of the AGM. 9

10 ANNEXURE TO THE NOTICE Explanatory Statement Pursuant to Section 102 of the Companies Act, ITEM NO. 4: Ms. Dimple Kaul has been appointed as an Additional Director of the Company with effect from August 29, 2015 by the Board of Directors of the Company. In terms of Section 161(1) of the Companies Act, 2013, Ms. Kaul holds office as an Additional Director upto the date of this Annual General Meeting. The Company has received a Notice in writing from a Member along with deposit of requisite amount under Section 160 of the Companies Act, 2013, proposing Ms. Dimple Kaul s candidature for the office of Independent Director of the Company. In terms of Section 149, 152 and other applicable provisions of the Companies Act, 2013 read with Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and Schedule IV of the Companies Act, 2013 and in compliance with the Listing Agreement as amended from time to time, Ms. Dimple Kaul is proposed to be appointed as an Independent Director for a term up to August 28, 2020, for a period of 5 years from the date of her appointment. The Board of Directors of the Company is of the opinion that Ms. Dimple Kaul fulfills the conditions specified in the Companies Act, 2013 and Rules made thereunder for her appointment as an Independent Director of the Company and is independent of the management. Further, Ms. Kaul has given a Declaration to the Board of Directors to the effect that she meets the criteria of independence as provided in Section 149(6) of the Companies Act, A Copy of the draft letter for appointment of Ms. Dimple Kaul as an Independent Director setting out the terms and conditions would be available for inspection at the Registered Office of the Company during normal business hours on all working days upto the date of Annual General Meeting. The Board considers that her association would be of immense benefit to the Company and it is desirable to avail services of Ms. Dimple Kaul as an Independent Director. Accordingly, the Board recommends the resolution in relation to appointment of Ms. Dimple Kaul as an Independent Director, for the approval by the Shareholders of the Company. Other than Ms. Dimple Kaul, being Appointee, and her relatives, none of the Directors, Key Managerial Personnel or their relatives are concerned or interested, financial or otherwise, in the proposed Resolution(s) as set out in Item No. 4 of this Notice. ITEM NO. 5: The Board of Directors of the Company, vide its Circular Resolution dated June 04, 2015, has appointed Mr. Kamesh Yalamarty as an Additional Director in terms of Section 161 and other applicable provisions, if any, of the Companies Act, 2013 to hold office up to the date of the ensuing Annual General Meeting (AGM) of the Company. Consequently, Mr. Kamesh Yalamarty, at the Board Meeting held on August 12, 2015, has been appointed as Managing Director of the Company, subject to the approval of the Shareholders, for a period of Three (3) years commencing from August 12, 2015 as per the terms and conditions of appointment and at a Remuneration as recommended by the Nomination & Remuneration Committee and as specified in the Agreement entered into between the Company and Mr. Kamesh Yalamarty. Further, the Company has received a Notice from a Member proposing the Candidature of Mr. Kamesh Yalamarty for the office of Director of the Company. The approval of the members is being sought to the terms, conditions and stipulations for the appointment of Mr. Kamesh Yalamarty as the Managing Director and the remuneration payable to him. The terms and conditions of Appointment proposed (fixed by the Board of Directors at its Meeting held on August 12, 2015) and the remuneration recommended by the Nomination & Remuneration Committee are keeping in line with the remuneration package that is necessary to continue to encourage good professional managers with a sound career record to important position such as that occupied by Mr. Kamesh Yalamarty. During the term of his appointment as the Managing Director of the Company, Mr. Kamesh Yalamarty shall be entitled to the Remuneration, Benefits and Perquisites as set out herein below: i) Salary : Basic Salary of ` 300,000/- (Rupees Three Lakhs only) Per Month with such Annual Increments as considered by the Board of Directors of the Company from time to time. ii) ESOP / ESPS : Mr. Kamesh Yalamarty is entitled to ESOP / ESPS as per the Company s Policy and the Guidelines of SEBI or other Concerned Agencies, at the rate of ` Lakhs for every completed year of service. In the event if the ESOP / ESPS scheme is not place in the Company for any reason whatsoever it might be, he shall be entitled for a payment of ` Lakhs per annum. The Vesting or payment of this benefit, as the case might be, of this benefit, shall be on quarterly rests. iii) Perquisites : Perquisites will be allowed in addition to Salary and restricted to an amount equal to Annual Salary. 10

11 The perquisites are classified into Three Categories (A), (B) & (C) as follows: CATEGORY (A) (1) HOUSING a) The expenditure by the Company on hiring unfurnished accommodation for the Managing Director will be subject to ceiling of Fifty Percent of the Salary, over and above Ten Percent payable by the Managing Director. b) In case the accommodation is owned by the Company, Ten percent of the Salary of the Managing Director shall be deducted by the Company. c) In case no accommodation is provided by the Company, the Managing Director shall be entitled to House Rent Allowance at the rate of Fifty Percent of the Salary. d) In any event the expenditure incurred by Managing Director for Gas, Electricity & Water shall be reimbursed at actuals, subject to a maximum of one Month s Salary in any year. Explanation: The expenditure incurred by the Company on Gas, Electricity, Water and furnishings shall be valued as per the Income Tax Rules, This shall, however, be subject to a ceiling of Ten Per cent of the Salary of the Managing Director and shall not be reckoned as a part of perquisites as per (iii) above. (2) MEDICAL REIMBURSEMENT Payment / Reimbursement of Medical Expenses incurred for self and family subject to a ceiling of One Month s Salary in a year or Three Months Salary over a period of Three Years. If Company provides any Group Medical Insurance Policy, the claim made (if any) shall be deducted from this benefit. (3) LEAVE TRAVEL CONCESSION For self and family once in a year incurred in accordance with the Rules of the Company, subject to a maximum of a Month s Salary. (4) CLUB FEES Fees of Clubs, subject to a maximum of Two Clubs in India excluding admission and Life Membership Fees. (5) PERSONAL ACCIDENT INSURANCE As per the Company s Group Insurance Policy. (6) INSURANCE COVERAGE The Company shall obtain Director s Liability Insurance Coverage in respect of any legal action that might be instituted against the Managing Director of the Company. (7) OTHER ALLOWANCES: In addition to the above, the Managing Director shall be entitled for Special Allowance, Annual Bonus split into Monthly & Annual components and any other Perquisites as may be decided by the Board from time to time. CATEGORY (B) COMPANY S CONTRIBUTION TO PROVIDENT FUND, SUPERANNUATION FUND AND GRATUITY. i) All the above shall be as per the provisions of the respective Acts. ii) iii) Earned Leave: On full pay and allowance as per the Rules of the Company but not exceeding One Month s leave for every Eleven Months of Service. Encashment of leave is permitted only at the end of the tenure & will not be included in the computation of the ceiling on perquisites. Gratuity: 15 days Salary for every completed year of Service. CATEGORY (C) Provision of a luxury car with driver for use on Company s Business, Mobile Phone, Internet/Data Connection and or any other communication facility at his residence shall be provided (or re-imbursed) and shall not be considered as perquisites. Personal long distance calls on Telephone and use of the car for private purposes, if any, shall be billed by the Company to the Managing Director. Three security personnel shall be provided at the residence of the Managing Director. The Managing Director shall not be paid any sitting fees for attending the Meetings of the Board of Directors or Committee thereof. In the event of cash loss in any financial year, the Managing Director shall be paid remuneration by way of salary, and the perquisites and other amenities as started above shall continue. EXPLANATIONS 1. The Company s contribution to of provision for provident fund, pension/ Super Annuation or annuity funds to the extent these either singly or put 11

12 together are not taxable under the Income Tax Act and gratuity payable and encashment of leave at the end of the tenure as per the rules of the Company shall not be included in the computation of limits for the remuneration, which includes salary, perquisites and allowances. 2. The Company shall reimburse travelling, entertainment and other business promotion expenses actually and properly incurred by Mr. Kamesh Yalamarty in the course of the business of the Company in accordance with rules and regulations in force from time to time and as applicable to the top management cadre of the Company or as may be approved by the Board. Expenses relating to spouse accompanying on any official domestic or overseas trip or to other facilities, if any, shall be dealt with in accordance with the policies of the Company from time to time. The draft Agreement between the Company and Mr. Kamesh Yalamarty is available for inspection by the Members at the Registered Office of the Company on any working day excluding Public Holidays, Saturdays and Sundays, between 2.00 P.M. to 5.00 P.M. upto the date of the Annual General Meeting. The Board recommends the Resolution at Item No. 5 of the accompanying Notice for the Appointment of Mr. Kamesh Yalamarty as the Managing Director of the Company, for approval of Members. Other than Mr. Kamesh Yalamarty, being Appointee and his relatives, none of the Directors, Key Managerial Personnel or their relatives are concerned or interested, financial or otherwise, in the proposed Resolution(s) as set out in Item No. 5 of this Notice. ITEM NO. 6 The Board of Directors of the Company, at its Meeting held on May 20, 2015, on the recommendation of the Audit Committee, had appointed M/s. Srinivas & Co., Cost Accountants (Firm Registration No ), as the Cost Auditor for Audit of the Cost Accounting Records of the Company for the Financial Year ending March 31, 2016, at a Remuneration of ` 140,000/- as remuneration payable to them, for the Financial Year In accordance with the provisions of Section 148(3) of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and Companies (Cost Records and Audit) Rules, 2014, (including any Statutory modification(s) or re-enactments thereof for the time being in force), the remuneration payable to the Cost Auditor is required to be ratified by the Shareholders of the Company. Accordingly, consent of the members is sought for approving the Ordinary Resolution as set out in Item No. 6 for ratification of remuneration payable to the Cost Auditor for conducting the Audit of the Cost Records of the Company for the Financial Year ending March 31, The Board of Directors of the Company recommends the Ordinary Resolution, as set out in the Item No. 6 of the Notice, for ratification by the Shareholders of the Company. None of the Directors and Key Managerial Personnel of the Company or their relatives are concerned or interested, financially of otherwise, in the proposed Ordinary Resolution as set out at Item No. 6 of the Notice, except to the extent of their shareholding, if any, in the Company. ITEM NO. 7 to 9 The Board of Directors of the Company, at its meeting held on May 20, 2015, has considered the proposal of Business expansion, through acquisition of Assets/ Business of the Seller Companies/Proposed Allottees as mentioned herein below, which are engaged in the business of manufacturing equipment which are required in the execution of the Company s Projects. It was further proposed by the Board, that the said acquisition be made on Slump Sale basis as per the provisions of the Income Tax Act, 1961 wherein the Assets/Business of the Seller Companies/Proposed Allottees are acquired for a lump sum consideration without attributing values to the individual assets and liabilities and on a going concern basis. As per the terms of the Business Transfer Agreements entered into with the Seller Companies/Proposed Allottees (details described herein under) for Acquisition of Assets/Business, the consideration for such acquisition has been arrived at ` 937 Crores (Rupees Nine Hundred and Thirty Seven Crores) and such consideration was agreed to be discharged by the Company by way of offer, issue and allotment of fully paid up Equity Shares on Preferential Issue in terms of Chapter VII of the SEBI (ICDR) Regulations. It is proposed to issue 223,095,100 Equity Shares by the Company to the Seller Companies/Proposed Allottees [i.e determined by dividing the total issue size (being ` 937 Crores) by Issue Price determined in accordance with the SEBI (ICDR) Regulations, 2009 (being ` 42/- per Equity Share). 12

13 The offer / issue / allotment would be subject to required regulatory approvals, including but not limited to the approval of Competition Commission of India (CCI), SEBI, etc., as may be required depending on the discretion of the Board to take decision on the matters and necessary disclosures will be made to the stock exchanges as may be required under the provisions of the Listing Agreement/ACT/SEBI. Pursuant to the provisions of Section 62(1)(c) of Act and SEBI (ICDR) Regulations approval of the members is required for the proposed allotment of Equity Shares on a preferential basis to the Seller Companies. Accordingly, the consent of the members is being sought, pursuant to the applicable provisions of the Act read with Rules made thereunder including SEBI (ICDR) Regulations and in terms of the provisions of the Listing Agreement. The proposed preferential issue is also subject to the approval of Competition Commission of India ( CCI ), Government of India, Securities and Exchange Board of India (SEBI) or any other regulatory authority, as may be necessary, without the need of any further approval from the Members, to undertake the preferential issue, in accordance with the provisions of Chapter VII of SEBI (ICDR) Regulations. Further, considering the proposed issue of Fully-paid Equity Shares, the existing Authorised Share Capital of the Company is proposed to be increased from ` 500,000,000/- (Rupees Fifty Crores only) divided into 500,000,000 (Fifty Crore only) Equity Shares of ` 1/- (Rupee One) each to ` 1,000,000,000/- (Rupees One Hundred Crores only) divided into 1,000,000,000 (One Hundred Crore) Equity Shares of ` 1/- (Rupee One only) each. Further, the increased Authorised Share Capital will have to be reflected in the Memorandum of Association of the Company. The proposed issue by way of Preferential Allotment is in accordance with the provisions of SEBI (ICDR) Regulations and other applicable regulations. In terms of the provisions of the Companies Act, 2013 read with Rule 13(2) of the Companies (Share Capital and Debentures) Rules, 2014 and the aforesaid SEBI (ICDR) Regulations, the relevant disclosures / details are given below: Object of the Preferential Issue: The object of the proposed Issue and allotment of Equity Shares is to discharge the Consideration of ` 937 Crores payable for acquisition of Assets/Business of the Seller Companies/Proposed Allottees in accordance with the Business Transfer Agreements entered into by the Company with the Seller Companies/Proposed Allottees. This issue and allotment of equity shares is for consideration other cash i.e., in consideration of the Assets/Business of the Seller Companies/Proposed Allottees. Pricing of Preferential Issue: The price of equity shares to be issued shall be ` 42 per Equity Share (inclusive of ` 41/- per Share as Premium) or the Minimum Price determined as on the relevant date in accordance with Chapter VII of the SEBI (ICDR) Regulations, whichever is higher. Basis on which the price has been arrived at: The Company is listed on both BSE Limited and National Stock Exchange of India Limited. For the purpose of computation of the price per Equity Share, the National Stock Exchange of India that has higher trading volume for the said period has been considered. In terms of SEBI (ICDR) Regulations, 2009, the price per Equity Share to be issued is determined as follows: a. Average of the weekly high and low of the Volume Weighted Average prices of the Equity Shares of the Company quoted on the Stock Exchange, during the Twenty Six weeks preceding the Relevant Date; or b. Average of the weekly high and low of the Volume Weighted Average prices of the Equity Shares of the Company quoted on the Stock Exchange, during the Two weeks preceding the Relevant Date. Accordingly, the price per Equity Shares, to be issued, is fixed at ` 42/- (being the Minimum fixed Price) which shall be higher than the price as computed under Regulation 76 of SEBI (ICDR) Regulations, Since the Equity Shares of the Company have been listed on the Recognized Stock Exchanges for a period of more than 26 weeks prior to the Relevant Date, the Company is not required to re-compute the price per Equity Share to be issued and therefore, the Company is not required to submit the undertakings specified under Regulations 73 (1)(f) and (g) of the SEBI (ICDR) Regulations. Relevant Date: The Relevant Date as per the SEBI (ICDR) Regulations for the determination of the price per Equity Share to be issued pursuant to the aforesaid Preferential Allotment is fixed as August 31, 2015, i.e. 30 days prior to the date of the Annual General Meeting (September 30, 2015) on which the approval of the Shareholders, with respect to the proposed Preferential Issue, is sought. 13

14 Intention of Promoters / Directors / Key Managerial Personnel to subscribe to the Offer: None of the Promoters, Directors or Key Managerial Personnel intend to subscribe to the Proposed Issue. Identity of Proposed Allottees, % of Post Preferential Issue Capital that may be held by them and Change in Control, if any, consequent to the Preferential Issue: Name, Address & PAN of the Category Pre-Issue Holding No. of Equity Post Issue Holding Proposed Allottee No. of Shares (%) of Holding Shares proposed No. of Shares (%) of Holding to be allotted Agarwal Steel Structures Body Nil ,523, ,523, Private Limited Address: /1, Feelkhana, Hyderabad, Telangana PAN: AAGCA9807L Corporate Durafast Automotive Private Body Nil ,428,500 21,428, Limited Address: Plot No. 31, Block E, Autonagar, Visakhapatnam, Andhra Pradesh PAN: AACCD2620C Corporate NHS Metals Private Limited Body Nil ,809,500 33,809, Address: H.No /9/9, Glass Factory Road, Avanthi Nagar, Moti Nagar, Hyderabad, Telangana PAN: AAECN6489P Corporate Rajesh Sandhi Infras and Metals Body Nil ,333,300 33,333, Private Limited Corporate Address: H.No /1/B, 3rd Floor, Dharam Karam Road, Ameerpet, Hyderabad, Telangana PAN: AAFCR9601J Pre-issue & Post-issue Shareholding Pattern of the Company: S.No Category Pre-Issue Holding Equity Shares No. of Shares % of Shareholding proposed to be allotted 1 Promoters Post Issue Holding No. of Shares % of Shareholding a. Indian 303,329, Nil 30,33,29, b. Foreign Nil Nil Nil Nil Nil Total-A 303,329, Nil 30,33,29, Public Shareholding a. NRIs/OCBs/FIIs b. Govt./Banks/ FIs/Mutual Funds General Public Shareholding a. Bodies Corporate 76,449, ,095, ,544, b. Clearing members 223, Nil 223, c. Individuals 47,585, Nil 47,585, Total-B 137,302, ,095, ,397, Grand Total - A+B 440,631, ,095, ,726,

15 Proposed time within which the allotment shall be completed: As required under the SEBI (ICDR) Regulations, the Company shall complete the allotment of Equity Shares as aforesaid on or before the expiry of 15 days from the date of passing of the special resolution by the Shareholders granting consent for Preferential Issue or in the event allotment of Equity Shares would require any approval(s) from any Regulatory Authority or the Central Government, within 15 days from the date of such approval(s), as the case may be. No. of persons to whom allotment on Preferential Basis has already been made during the year, in terms of Number of Securities as well as Price: The Company has not made any preferential allotments during the year, except for allotment of Shares pursuant to exercise of Employee Stock Options. Change in control, if any, in the Company that would occur consequent to the preferential offer: There shall be no change in Management or Control of the Company pursuant to the issue of the Equity Shares. Lock in period: The Proposed Allotment of the Equity Shares shall be subject to a Lock-in as per the requirements of SEBI (ICDR) Regulations. Auditors Certificate: It is proposed to obtain a Certificate from M/s. P. Murali & Co., Statutory Auditors of the Company, certifying that the issue of Equity Shares is being made in accordance with requirements of SEBI (ICDR) Regulations. This Certificate will be made available for inspection on any working day between 2.00 PM to 5.00 PM up to the date of Annual General Meeting of the Company. Valuation for consideration other than cash: It is proposed that the Consideration for the proposed Business Transfer shall be discharged by the issuance of 223,095,100 Equity Shares at a price of ` 42/- per Equity Share aggregating to ` 937 Crores. Independent Qualified Valuer M/s. Servel Krishna Engineers Pvt. Ltd. vide their Report dated March 07, 2015 has independently valued the acquired Business units. This Certificate will be made available for inspection on any working day between 2.00 PM to 5.00 PM up to the date of Annual General Meeting of the Company Justification for the allotment proposed to be made for consideration other than cash together with the Valuation Report of the Registered Valuer: The Shares being issued towards the Consideration payable for acquisition of Assets / Business on Slump Sale basis, as a going concern. Details of Business Transfer Agreements Name of the Proposed Allottee / Seller Company Agarwal Steel Structures Private Limited Durafast Automotive Private Limited NHS Metals Private Limited Rajesh Sandhi Infras and Metals Private Limited Date of BTA August 31, 2015 August 24, 2015 July 13, 2015 July 20, 2015 Nature of Assets / Business Design, Manufacture, Erection and Construction of HV and EHV Transmission Lines Manufacture of Wide range of Precession Cold forged High Tensile and hot dip Galvanized Fasteners and Automobile Components of various grades of Procurement and Erection of Railway Overhead Electrification & Procurement and Erection of Transmission Line Products and Steel Structural. Operates in Power Transmission, and Business of EPC. Carbon, Alloy and Stainless Steels Transmission Line Telecom & Water Sectors for Automobiles and Engineering. Products. across the length and breadth of the Country. Value of Assets / Business Consideration proposed to be paid (in Crores) No of Shares proposed 134,523,800 21,428,500 33,809,500 33,333,300 to be issued in lieu of discharge of Consideration Percentage of Pre-Issue holding in the Company Percentage of Post-Issue holding in the Company Other Important terms of BTA Advantage / benefits arrived by acquiring the Business / Assets Competition Commission of India approval Tower Manufacturing & Power EPC Capacity Expansion Corporate Authorization Vertical Integration Corporate Authorization Horizontal Integration Corporate Authorization Power EPC Capacity Expansion 15

16 The Board of Directors of the Company believe that the proposed Preferential Issue is in the best interest of the Company and its Members. The Board, therefore, recommends the Resolution(s) at Item Nos. 7 to 9 of the accompanying Notice for the approval of Members. None of the Directors and Key Managerial Personnel of the Company or their relatives are concerned or interested, financially of otherwise, in the proposed Special Resolution as set out at Item No. 9 of the Notice, except to the extent of their Shareholding, if any, in the Company. ITEM NO. 10: The Company requires adequate capital to meet the needs of growing business. While it is expected that the internal generation of funds would partially finance the need for capital and debt raising would be another source of funds, it is thought prudent for the Company to have enabling approvals to raise a part of the funding requirements for the said purposes as well as for such other corporate purposes as may be permitted under applicable laws through the issue of appropriate Securities as defined in the Resolution, in Indian or International Markets. The fund raising may be through a mix of Equity / Equitylinked Instruments, as may be appropriate. Members approval is sought for the issue of Securities linked to or Convertible into Equity Shares or Depository Receipts of the Company. The Listing Agreement executed by the Company with the Stock Exchanges also provides that the Company shall, in the first instance, offer all Securities for subscription pro-rata to the Shareholders unless the Shareholders in a General Meeting decide otherwise. Members approval is sought for issuing any such instrument as the Company may deem appropriate to parties other than the existing Shareholders. Whilst no specific instrument has been identified at this stage, in the event the Company issues any Equity linked Instrument, the Equity Shares, if any, allotted on issue, Conversion of Securities shall rank in all respects pari-passu with the existing Equity Shares of the Company. The Company may also opt for issue of Securities through Qualified Institutional Placement. A Qualified Institutional Placement (QIP) of the Shares of the Company would be less time consuming and more economical than other modes of raising capital. Accordingly, the Company may issue Securities by way of a QIP in terms of Chapter VIII of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 ( SEBI Regulations ). These Securities will be allotted only to Qualified Institutional Buyers (QIBs) as per the SEBI Regulations and there will be no issue to Retail Individual Investors and existing Retail Shareholders. The resolution proposed is an enabling resolution and the exact price, proportion and timing of the issue of the Securities will be decided by the Board based on an analysis of the specific requirements after consulting all concerned. Therefore the proposal seeks to confer upon the Board the absolute discretion to determine the terms of issue in consultation with the Lead Managers to the Issue. As per Chapter VIII of the SEBI Regulations, an issue of Securities on QIP basis shall be made at a price not less than the Average of the weekly high and low of the closing prices of the related Shares quoted on the Stock Exchange during the Two weeks preceding the Relevant Date. As the pricing of the offer cannot be decided except at a later stage, it is not possible to state the price of Shares to be issued. However, the same would be in accordance with the provisions of the SEBI (ICDR) Regulations, 2009, as amended from time to time, the Companies Act, 2013, or any other guidelines / regulations / consents as may be applicable or required. In case of issue of Convertible Bonds and / or Equity Shares through Depository Receipts the price will be determined on the basis of the Current Market Price and other relevant guidelines. The Relevant Date for the above purpose, shall be - i) In case of allotment of Equity Shares, the date of Meeting in which the Board decides to open the Proposed Issue; ii) In case of allotment of eligible Convertible Securities, either the date of the Meeting in which the Board decides to open the issue of such Convertible Securities or the date on which the holders of such Convertible Securities become entitled to apply for the Equity Shares, as may be determined by the Board. The Stock Exchange for the same purpose is the BSE Limited / The National Stock Exchange of India Limited. At the Annual General Meeting of the Company held on September 19, 2013 the Shareholders had approved issue of Securities for an aggregate sum up to US $ 100 Million (approximately ` 600 Crores at the extant exchange rate as on that date). However, Shareholders Resolution for QIP issuance is valid for a period of 12 Months from the date of passing of the Resolution. Accordingly, the Shareholders approval is sought for the same. In case of QIP Issuance the Special Resolution has a validity period of 12 months before which allotments under the authority of said resolution should be completed. The Board of Directors of the Company believe that the proposed fund raising is in the best interest of the Company and its Members. The Board of Directors, therefore, recommends the resolutions for your approval. None of the Directors and Key Managerial Personnel of the Company or their relatives are concerned or interested, financially of otherwise, in the proposed Special Resolution as set out at Item No. 10 of the Notice, except to the extent of their Shareholding, if any, in the Company. By Order of Board For BS Limited Date : August 31, 2015 Place : Hyderabad Sd/- (Rajesh Agarwal) Chairman & Managing Director 16

17 ADDITIONAL INFORMATION ON DIRECTORS SEEKING APPOINTMENT / RE-APPOINTMENT (PURSUANT TO CLAUSE 49 (VIII) (E) OF THE LISTING AGREEMENT) The brief profiles along with other details of the Independent Directors are as follows: Name of the Director Arun Dogra Director Identification Number Date of joining the Board August 14, 2014 Profile of the Director Mr. Arun Dogra is a Chartered Accountant by Profession with 30+ years of work experience in the areas of Finance and Accounts and has considerable expertise in Corporate & Institutional Taxation. He was associated with M/s. Bharat Overseas Constructions during 1986 to 1988 as Finance Manager. Thereafter, he joined M/s. Continental Construction Pvt. Ltd, as Senior Chartered Accountant in Subsequently, in 1998, he joined as Partner of M/s. Manmohan Singh & Co., Chartered Accountants Firm, New Delhi. No. of Shares held in the Company Nil Directorships and Committee Memberships in other Companies* M/s. Raichur Sholapur Transmission Company Private Limited M/s. Skywater India Private Limited Name of the Director Dimple Kaul Director Identification Number Date of joining the Board August 29, 2015 Profile of the Director Ms. Dimple Kaul has done Masters in Business Administration from Institute of Business Management & Administration, Pune University and has also done Ph.D., from School of Business Management, NMIMS University-Mumbai. She was associated with various reputed Institutions as a Faculty for assigned subjects (Marketing Management, Principles and Practices of Management, Consumer Behavior, Computer Basics) to MBA, BBA, BBS and BIT Students and had also worked as an Operations and Human Resource Head with a few reputed Companies in Mumbai where she has been Instrumental in charting a roadmap for a range of Human Resource functions encompassing Manpower Planning, Recruitment, Training and Development, Rewards and Recognition programs and Employee Relations. An experienced and resilient professional with more than 15 years of work experience in Academia and Corporate sector. Completed doctoral research in Customer Experience in lifestyle retail. Her Industry experience includes working in sectors like Consumer Electronics, ITES and Education. Research publications in Consumer Services and Retailing. No. of Shares held in the Company Nil Directorships and Committee Memberships in other Companies* None 17

18 Name of the Director Kamesh Yalamarty Director Identification Number Date of joining the Board June 04, 2015 Profile of the Director Mr. Kamesh Yalamarty is a Post Graduate in Law, Administration and is a Fellow in Management. He is having about 35 Years of rich experience in the Power & Power Cable Industry, holding Key Management Positions throughout his Career. He was the Director of Indian Plastic Manufacturers Association and had held various positions in Confederation of Indian Industry (CII), including Southern Region (CM-SR), Hyderabad Chapter and as a Member of National Council of CII. He is the recipient of Udyog Ratan Award from the Institute of Economic Studies and Navaratna Udyog Shree Award instituted by CITD, from the President of India. He believes in sharing knowledge by active association in teaching to Senior Managers in Engineering Staff College of India and Administrative Staff College of India, as a Guest Faculty, apart from enjoying the privilege of visiting numerous Management Development Institutions in India and abroad as a Visiting Faculty No. of Shares held in the Company Nil Directorships and Committee Memberships in other Companies* M/s. Gem Cables and Conductors Ltd. * Directorships and Committee memberships in BS Limited and Foreign Companies are not included in the aforesaid disclosure. 18

19 PROXY FORM [Pursuant to Section 105(6) of the Companies act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014] CIN : L27109AP2004PLC Name of the Company : BS Limited Registered Office : /10, #504, 5 th Floor, Trendset Towers, Road No. 2, Banjara Hills, Hyderabad , Telangana, India. Name of the Member (s) : Registered Address : Id : Folio No/ Client Id : DP ID : I/ We being the member(s) of... Shares of the above named Company hereby appoint: 1. Name :... Address : Id :... Signature :... or failing him 2. Name :... Address : Id :... Signature :... or failing him 3. Name :... Address : Id :... Signature :...

20 as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 11th Annual General Meeting of the Company, to be held on Wednesday the 30th day of September 2015 at A.M. at Occasions, Hotel Best Western Jubilee Ridge, # 38 & 39, Kavuri Hills, Road No. 36, Jubilee Hills, Hyderabad , Telangana, and at any adjournment thereof in respect of such resolutions as are indicated below: S.No Resolutions For Against Ordinary Business 1. Adoption of Audited Financial Statements for the year ended March 31, Re-Appointment of Mr. Arun Dogra, who retires by rotation 3. Appointment of M/s. P. Murali & Co., Chartered Accountants, as Statutory Auditors for the Financial Year Special Business 4. Appointment of Ms. Dimple Kaul as Non-Executive and Independent Director of the Company. 5. Appointment of Mr. Kamesh Yalamarty as Managing Director of the Company. 6. Ratification of Remuneration of Cost Auditors of the Company. 7. Increase in Authorized Share Capital of the Company. 8. Alteration of Memorandum of Association of the Company. 9. Issue of Equity Shares of the Company under Non-Promoters Category on Preferential basis. 10. Raising of Funds through Issue of Equity Shares / Equity Linked Instruments, Debentures or any Other Securities. Signed this... day of Signature of the Member... Signature of Proxy holder(s)... Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than 48 hours before the commencement of the Meeting.