Blue Chip India Ltd Directors Report

Dear Shareholders,

Your Directors have pleasure in presenting the Forty First (41st) Annual Report of your Company together with the Directors report and Audited Statement of Accounts of Blue Chip India Limited ("the Company") for the year ended 31st March, 2026.

FINANCIAL RESULTS

The Standalone financial performance of the Company for Financial year ended 31st March, 2026 are as follows:

(Amount in Lakhs)

PARTICULARS	Financial Year 2025-2026	Financial Year 2024-2025
Revenue from Operations	17,506	0
Other Income	7,283	1
Total Revenue	24,789	1
Profit/(Loss) from Operations before Exceptional Items and tax	(28,13)	(11,48)
Exceptional Items	0	(249,05)
Profit/Loss before Tax	(28,13)	(260,53)
Tax Expense	—	—
Net Profit/(Loss) for the year after Tax	(28,13)	(260,53)
Other Comprehensive Income for the year, Net of Tax	28,60	(13,72)
Total Comprehensive Income for the year	0,48	(274,25)
Basic and Diluted Earnings per Share	(0,05)	(0,47)

TRANSFER TO GENERAL RESERVE

During the year under review, no amount was transferred to General Reserve.

DIVIDEND

In view of the loss incurred during the year under review, the Board of Directors did not recommend any dividend for the financial year ended 31st March, 2026.

PERFORMANCE REVIEW

During the year under review, your Company incurred loss of (28.13/-) Lakhs as against total loss of (260.53) Lakhs in the previous financial year. Your Directors are making all efforts to improve the performance of the Company in future.

SHARE CAPITAL

The paid up equity capital as on 31st March, 2026 was ?1106.09 Lakhs. During the year under review, the Company has not issued shares with differential voting rights nor has granted stock options or sweat equity.

2025-2026

*REDUCTION OF SHARE CAPITAL:

During the financial year ended 31/3/2026 the Company has passed a Special Resolution in its Extra ordinary General Meeting (EGM) held on 6th February, 2026, under Section 66 of the Companies Act, 2013 approving the 99% reduction of its paid-up share capital of the company.

Accordingly the Subscribed and Fully Paid-up Share Capital of the Company shall stand reduced from Rs. 11,06,08,680/- (Rupees Eleven Crores Six Lakhs Eight Thousand Six Hundred and Eighty only) consisting of 5,53,04,340 fully paid up Equity Shares of Rs. 2/- each to Rs. 11,06,088/- (Rupees Eleven Lakhs Six Thousand Eighty Only) divided into 5,53,044 (Five Lakhs Fifty Three Thousand Forty Four) Equity Shares of Rs. 2/- each;

Subsequently, the Company filed Petition before the Honble National Company Law Tribunal Kolkata Bench for confirmation of the said reduction of share capital. The petition is currently pending before the NCLT for final sanction/approval.

Pending the passing of the final order by the Honble NCLT and the subsequent filing/registration of the certified copy of the order with the Registrar of Companies ("ROC"), the Company has not given effect to the proposed reduction of share capital in its books of account and, accordingly, no accounting entries in respect thereof have been recognized in the financial statements for the year ended 31st March, 2026.

The corresponding adjustment to the paid-up share capital and reserves of the Company shall be accounted for in the financial year in which the final order of the Honble NCLT confirming the reduction of share capital is filed with and registered by the ROC, in accordance with the applicable provisions of the Companies Act, 2013 and the applicable accounting framework.

CHANGE IN NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of the Company during the financial year ended 31st March, 2026.

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes and commitments except mentioned below affecting the financial position of the company, which have occurred since 31st March, 2026, being the end of the Financial Year of the Company to which financial statements relate and the date of the report.

During the period under review, the Company was subject to certain fines levied by BSE Limited pursuant to the applicable SEBI SOP Circulars for delayed submission/non-compliance with various provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

As per the various communication received from BSE Limited, certain fines were outstanding in respect of various historical periods, including the quarter ended 31st March 2026, pursuant to the applicable SEBI SOP Circulars. The outstanding fines relate to non-compliance/delayed compliance with Regulations 13(3), 24A, 23(9), 27(2), 31, 33, 34, 6(1), 17(1) and 29(2)/(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, pertaining to various quarters/periods from financial year 2023 to financial year 2026.

As per the communication received from National Stock Exchange of India Limited (NSE) fines was levied in respect of not complied/delayed complied with Regulation 23(9) of Listing Regulation(s) for the half year ended March 31, 2026.

Management response to above:

The management has reviewed the observations raised by BSE and has taken necessary steps to ensure compliance with the applicable provisions of the SEBI LODR Regulations. The Company has also submitted necessary clarifications and representations to BSE.

The management is making continuous efforts to regularise the pending compliances and strengthen the Companys compliance mechanism. The Company has also initiated appropriate measures for timely submission of statutory and regulatory compliances within the prescribed timelines and for ensuring proper monitoring of future compliances.

The management further confirms that the SOP fines relate to regulatory/compliance matters and do not have any material adverse impact on the operations of the Company. Wherever fines have been paid, the same have been appropriately accounted for in the books of account.

LISTING OF EQUITY SHARES

The Equity Shares of your Company are presently listed on three Indian Stock Exchanges i.e., The National Stock Exchange of India Limited (NSE), The Bombay Stock Exchange (BSE) and The Calcutta Stock Exchange Limited (CSE), The shares of the Company had been suspended from trading in CSE, Directors are taking necessary steps for the same.

Listing fees for the financial year 2026-2027 have been paid to Stock Exchanges. The Company has also paid the annual custodian fees to NSDL & CDSL for the Securities of the Company held in dematerialized mode with them for the year 2026-27.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of the Companies Act, 2013, the Company is not required to transfer any amount to Investor Protection and Education Fund as the Company has not declared any Dividend since its incorporation and as such there is no amount of dividend which was due and payable and remained unclaimed and unpaid for a period of seven years.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In pursuant to the Section 152 of the Companies Act, 2013 and other applicable provisions of the Companies Act, 2013 and the Rules made there under Mrs. Madhu Prajapati (DIN: 07150790), retire by rotation and being eligible offer herself for re-appointment. The Board recommends her re-appointment for the approval of the members.

Based on recommendation of the Nomination and Remuneration Committee, the Board of Directors has recommended their re-appointment and the matter is being placed for seeking approval of members at the ensuing Annual General Meeting of the Company.

Pursuant to Regulation 36 of the SEBI Listing Regulations read with Secretarial Standard 2 on General Meetings, necessary details of Mrs. Madhu Prajapati, are provided as an Annexure to the Notice of the Annual General Meeting.

RESIGNATION / CESSATIONS OF DIRECTORS & KMP:

*Mr. Shyamal Banerjee (DIN: 00194544) Director (Non Executive & Independent Director) of the Company has been resigned from the directorship w.e.f. 23rd December, 2026.

**Mr. Sahil Sharma (DIN: 08426733) Director (Non Executive & Independent Director) of the Company has been resigned from the directorship w.e.f. 23rd December, 2026.

*** Ms. Pooja Bhartia (Membership No. A13873) has resigned as Company Secretary with effect from 10th December, 2025.

***Mrs. Soni Jain has resigned from the position of Chief Financial Officer (CFO) of the Company w.e.f. 23rd December, 2026.

APPOINTMENTS OF DIRECTORS & KMP:

*During the year, Mr. Manas Ranjan Palo (DIN: 01933994) appointed as an Additional Director (Non Executive & Independent) of the Company w.e.f. 23rd December, 2026 and regularised/appointed in the Extra-ordinary meeting held on 6th February, 2026.

**During the year, Mrs. Aakansha Vaid (DIN: 02796477) appointed as an Additional Director (Non Executive & Independent) of the Company w.e.f. 23rd December, 2026 and regularised/appointed in the Extra-ordinary meeting held on 6th February, 2026.

*** During the year Ms. Asha Pal (Membership No. A58325) has been appointed as Company Secretary & Compliance office w.e.f. 5th January, 2026. # The Board has appointed Ms. Asha Pal as a Chief Financial Officer (CFO) of the Company w.e.f. 14th August, 2026.

*** Miss. Iranee Tripathy (DIN: 10311352) appointed as an Additional Director (Non Executive & Independent) of the Company w.e.f. 14th August, 2026 and her appointment shall be subject to approval of members in this 41st Annual General Meeting.

*** The Board has re-appointed Mr. Arihant Jain (DIN: 00174557) as a Managing Director of the Company w.e.f. 11th December, 2026 for a further term of 3 years i.e. From 11/12/2026 to 10/12/2029 subject to approval of members in this 41st Annual General Meeting;

All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 (6) of the Act and Regulation 16(1)(b) of SEBI (LODR) Regulations, 2015.

CODE OF CONDUCT

Your Company has adopted a Code of Conduct for its Board Members and Senior Management personnel. The code of conduct has also been posted on the official website of the Company www.bluechipind.com

CORE SKILLS OF THE BOARD

The details of the Core Skills of the Board of Directors of the Company forms a part of "Report on Corporate Governance".

BOARD MEETINGS

The details of the number of meetings of the Board held during the financial year 2025-2026 forms a part of "Report on Corporate Governance".

COMMITTEES OF THE BOARD

The Board of Directors has the following Committees:

1. Audit Committee.
2. Nomination and Remuneration Committee.
3. Stakeholders Relationship Committee.

The details of the Committees along with their respective composition, number of meetings and attendance at the meeting held during the financial year 2025-2026 forms a part of "Report on Corporate Governance".

NOMINATION & REMUNERATION POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and other employees of the Company. This Policy has also laid down the criteria for determining qualifications, positive attributes, independence of Director and Board diversity and criteria for evaluation of Board, its Committee and individual Directors. The policy is stated in the Report on Corporate Governance.

BOARD EVALUATION

Pursuant to the provisions of the Act and SEBI (LODR) Regulations, 2015, the Board has carried out an evaluation of its own performance, performance of the Directors as well as the evaluation of the working of its committee.

The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Director and Non Independent Director was carried out by the Independent Directors at their meeting without the attendance of Non-Independent Directors and members of the management. The Directors were satisfied with the evaluation results.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

None of the employees, employed during the year, was in receipt of remuneration, in aggregate of as prescribed under the Act for the financial year 2025-2026 or for any part of the Financial Year, as set out in the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Therefore, no such details have been provided as required under section197(12) of the Companies Act, 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of managerial Personnel) Rules, 2014.

The ratio of remuneration of each Director to the median employees remuneration and such other details in terms of Section 197(12) of the Companies Act, 2013 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

(i) The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year - No remuneration is paid to directors for the financial year 2025-2026.

(ii) The percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year - There has been no increase in the remuneration of the Managing Director or Chief Executive Officer, Chief Financial Officer & Company Secretary during the year.

(iii) The percentage increase in the median remuneration of employees in the financial year

There is no percentage increase in the median remuneration of employees in the financial year.

(iv) The number of permanent employees on the rolls of Company -

The number of permanent employees on the rolls of Company is 5.

(v) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration -

No average percentage increase taken place in the salaries of total employees.

(vi) Affirmation that the remuneration is as per the remuneration policy of the Company - Yes

DIRECTORS RESPONSIBILITY STATEMENT:

As stipulated under the provisions contained in Section 134(3)(c) read with Section 134(5) of the Companies Act, 2013 ("Act"), the Board of Directors, to the best of its knowledge and belief and according to the information and explanations obtained by it, hereby states that:

1. in the preparation of the annual accounts, the applicable accounting standards have been followed; ii) the directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the year under review; iii) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv) the directors have prepared the annual accounts on a going concern basis; v) the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively, and vi) the directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control system and suggests improvements to strengthen the same. In opinion of the board, the existing internal control framework is adequate and commensurate to the size and nature of the business of the Company. During the year such controls were tested and no reportable material weaknesses in the design or operation were observed.

M/s. Dash & Associates, Chartered Accountants performs the duties of internal auditors of the company for the year ended 31st March, 2026. In order to monitor the performance on a continuous basis. Management has a system to review Internal Audit Reports with a view to monitoring the adequacy of internal control in place.

SUBSIDIARY/JOINT VENTURE/ASSOCIATE COMPANY

The Company does not have any Subsidiary/Joint Venture/Associate.

DEPOSITS

During the year under review, our Company has not accepted any deposits from public and / or shareholders during the year under review, within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014 and accordingly as of 31st March, 2026.

LOANS, GUARANTEES AND INVESTMENTS

Pursuant to Section 186(11) of the Companies Act, 2013, disclosure relating to this not applicable for during the year under review.

EMPLOYER EMPLOYEE RELATIONSHIP

The Company has maintained a cordial relationship with its employees, which resulted in smooth flow of business operations during the year under review.

RELATED PARTY TRANSACTION

All related party transactions that were entered into during the financial year were in the ordinary course of the business. Thus disclosure in Form AOC-2 is not required. The policy on Related Party transaction as approved by Board of Directors has been uploaded on the website of the Company. The web link of the same is www.bluechipind.com

Details of the transactions with Related Parties are provided in the accompanying financial statements.

POLICIES

The SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 mandated the formulation of certain policies for all listed companies. All applicable policies are available under the head Policy on the Companys website: www.bluechipind.com. The policies are reviewed periodically by the Board and updated based on need and new compliance requirement.

CORPORATE SOCIAL RESPONSIBILITY

The provisions of the Companies Act, 2013 regarding Corporate Social Responsibilities are not applicable to the Company.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO.

Since the Company does not own any manufacturing facility, requirement regarding the disclosure of particulars of conservation of energy and technology absorption prescribed by the rules is not applicable.

During the year under review there was no inflow/outflow of foreign exchange.

RISK MANAGEMENT POLICY

The Company has a Risk Management Policy in accordance with the provisions of the Act and SEBI (LODR) Regulations, 2015, which provides a mechanism for risk assessment and mitigation. At present the Company has not identified any element of risk which may threaten the existence of the Company.

VIGIL MECHANISM WHISTLE BLOWER POLICY

The Company has a mechanism called "Whistle Blower Policy" for Directors and employees to report genuine concerns or grievances. The policy is available on the website of the Company www.bluechipind.com.

SIGNIFICANT AND MATERIAL ORDER PASSED BY THE REGULATORS, COURTS AND TRIBUNALS

During the year, there are no significant and material order passed by the Regulators/Courts which would impact the going concern of the Company and its future operation.

AUDITORS:

STATUTORY AUDITORS

M/s Agarwal Sanganeria & Co., Chartered Accountants (FRN 317224E), were appointed as Statutory Auditors of the Company, for a term of five years, at the Annual General Meeting held on 30th September, 2025 till the conclusion of the Annual General Meeting to be held in year 2029.

SECRETARIAL AUDITOR

• Ms. Ankita Goenka & Associates, Practicing Company Secretaries, the Secretarial Auditor of the Company has resigned on 23/12/2025.

**Pursuant to the provisions of Section 204 of the Act and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company in its meeting held on 23/12/2025 appointed M/s. Suprabhat & co (Membership No. A41030 and COP. 15878), Practicing Company Secretary Peer reviewed firm to conduct Secretarial Audit for the Financial Year 2025-2026.

The Secretarial Audit Report for the Financial Year 2025-2026 in Form MR-3 is annexed herewith as Annexure "III" to this report. The report is self-explanatory and does not call for any further comments. They have also carried out Secretarial Compliance Audit as per Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for FY 2025-2026.

INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Companies Act, 2013, M/s. Dash & Associates, (FRN: 3019808), Chartered Accountants, Kolkata was appointed as the Internal Auditor of the Company for the Financial Year 2025-2026.

STATUTORY AUDITOR AND AUDITORS REPORT

The Statutory Auditors have issued an unmodified audit opinion on the financial statements of the Company for the year ended March 31, 2026.

REPORTING OF FRAUDS BY AUDITORS

During the year under review, neither the statutory auditors nor the secretarial auditors have reported to the Audit Committee of the Board, 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 this Report.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of Directors of the Company hereby confirms that your Company has complied with the applicable Secretarial Standards issued by The Institute of Company Secretaries of India.

EXTRACT OF ANNUAL RETURN:

In accordance with the provisions of Section 92(3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the Annual Returns of the Company has been made available on the Companys official website www.bluechipind.com

MANAGEMENT DISCUSSION & ANALYSIS REPORTS

In accordance with Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Managements Discussion and Analysis Report for the year under review, is presented in a separate section forming part of the Annual Report and marked as Annexure - "II".

CORPORATE GOVERNANCE

The Company is committed to good corporate governance practices. The report on Corporate Governance for the financial year ended 31st March, 2026, as per regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of this Annual Report. The requisite Certificate from the practicing company secretaries of the Company confirming compliance with the conditions of Corporate Governance is annexed to this Report and marked as Annexure "I"

POLICY ON SEXUAL HARASSMENT.

The Company has adopted policy on Prevention of Women at workplace in accordance with the Sexual Harassment of Women (Prevention, Prohibition and Redressal) Act, 2013. During the Financial Year ended 31st March, 2026 the company has not received any complaints pertaining to Sexual Harassment.

ACKNOWLEDGEMENTS

Your Directors acknowledge the support and owe a debt of gratitude to the Financial Institutions, Banks, Central and State Government authorities, Regulatory authorities, Stock Exchanges and all the various stakeholders for their continued co-operation and support to the Company.

Your Directors also wish to place on record their appreciation to all of the Companys employees and workers at all level for their enormous efforts as well as their collective contribution to the Companys performance.

Registered Office: 10, Princep Street, 2nd Floor, 700 072

On behalf of the Board of Directors

For Blue Chip India Limited

Place : Kolkata

Dated : 14.08.2026

Sd/-

Arihant Jain

Managing Director

DIN : 00174557

Sd/-

Manas Ranjan Palo

Director

DIN: 01933994