B.L.Kashyap & Sons Ltd Directors Report

Dear Members,

Your Directors have pleasure in presenting herewith the 36th Annual Report on the business and operations of your Company, together with the Audited Financial Statements (Standalone and Consolidated) and Auditors Report thereon for the financial year ended 31st March, 2025.

FINANCIAL HIGHLIGHTS

The Companys financial performance during the year as compared with the previous year is summarized below:

Amount (Rs. In Crores) except no of shares

PARTICULARS	STANDALONE		CONSOLIDATED
Year ended	31stMarch, 2025	31stMarch, 2024	31stMarch, 2025	31stMarch, 2024
Income from operations	1142.30	1214.23	1153.63	1244.53
Profit/(Loss) before depreciation, finance cost, exceptional item and Tax	89.86	107.02	91.47	122.47
Exceptional Items (gain)	17.61	-	18.65	-
Profit/(Loss) before Tax	49.51	49.83	50.23	63.28
Tax Expenses	13.59	14.93	22.75	10.75
Profit / (Loss) after Tax	35.92	34.90	27.48	52.53
Earnings per share, on the face value of Re. 1/- each (in Rs.)	1.59	1.55	1.22	2.33
No. of shares	225440000	225440000	225440000	225440000

RESULTS OF OPERATIONS AND STATE OF COMPANYS AFFAIRS

Standalone:

During the financial year 2024-25:

Revenue from operations decreased to 1142.30 crores, compared to 1214.23 crores in the previous year.

Direct Cost as a percentage to revenue from operations slightly decrease to 83.38% as against 82.26% in the previous year.

Employee benefit expenses increased to 108.04 crores (9.46%), from 91.38 crores (7.53%) of revenue in the previous year.

Finance cost increased marginally to 46.66 crores (4.09%), compared to 47.76 crores (3.93%) of revenue in the previous year.

Profit before exceptional items and tax stood at 31.90 crores, compared to 49.83 crores in FY 2023 24.

Profit after tax stood at 35.91 crores (3.14%), slightly higher than 34.89 crores (2.87%) of revenue in the previous year.

Exceptional item relates to net litigation proceeds received from one of the clients.

Consolidated:

During the financial year 2024-25:

Revenue from operations stood at 1153.63 crores, down 7.30% from 1244.53 crores in the previous year.

Profit before exceptional items and tax was 31.58 crores, compared to 63.28 crores in FY 2023 24 a decline of approximately 50%.

Profit after tax stood at 27.47 crores, compared to 52.53 crores in the previous year, reflecting a decrease of 47.70%.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements have been prepared in accordance with Indian Accounting Standards (Ind AS) as prescribed under Companies (Indian Accounting Standards)

Rules, 2015, notified under Section 133 of the Companies

Act, 2013 and other relevant provisions of the Act.

The Consolidated Financial Statements for the financial year ended 31st March, 2025 form an integral part of this Annual Report.

APPROPRIATIONS a. DIVIDEND

The Board of Directors has not recommended any dividend for the financial year ended 31 st March, 2025.

Dividend Distribution Policy ;

In compliance with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)

Regulations, 2015 ("Listing Regulations"), the Company has formulated and adopted a Dividend Distribution Policy. The Policy is available on the Companys website at: https://www.blkashyap.com/wp-content/uploads/2023/07/

Dividend-Distribution-Policy.pdf

UNPAID / UNCLAIMED DIVIDEND

No amount was required to be transferred to the Investor

Education and Protection Fund (IEPF) during the year under review, as there were no unpaid or unclaimed dividends.

Further, the Company has not transferred any unclaimed equity shares to the IEPF account during the year. b. TRANSFER TO RESERVES

During the year under review, the Company has not transferred any amount to the General Reserves. The entire surplus generated during the year has been retained in the

Statement of Profit and Loss and carried forward under "Other Equity".

CHANGE IN NATURE OF BUSINESS

During the year under review, there was no change in the nature of business carried out by the Company.

MATERIAL CHANGES AND COMMITMENTS

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these financial statements relate and the date of this Report.

SHARE CAPITAL

The paid-up equity share capital of the Company as at

31st March, 2025 stood at Rs. 22,54,40,000/- comprising

22,54,40,000 equity share of Re. 1 each.

As on 31st March, 2025, 99.99% of the total paid-up share capital of the Company is held in the dematerialized form. i.

ISSUE OF SHARES

The Company has not issued any securities (including convertible warrants) during the year under review.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

There are no significant material orders passed by the

Regulators or Courts or Tribunals, which would impact ii. the ‘going concern status of the Company and its future operations. However, members attention is drawn to the details about Contingent Liabilities and Commitments appearing in the Notes forming part of the Financial Statements. iii

INSOLVENCY AND BANKRUPTCY CODE / SETTLEMENT No proceedings are made or pending under the Insolvency and Bankruptcy Code, 2016 and there is no instance of onetime settlement with any Bank or Financial Institution. iv

CREDIT RATING During the year under review, the Company has not yet exited the Corporate Debt Restructuring (CDR) mechanism.

However, there has been no financial default as on date. Reflecting an improvement in the Companys financial profile, CRISIL has upgraded its credit rating from ‘CRISIL

B-/Stable to ‘CRISIL B+/Stable.

ICRA has also assigned unallocated rating ‘BB- for Rs. 25 Crores.

PUBLIC DEPOSITS

The Company has not accepted any public deposits during the year under review, in accordance with the provisions of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

As on date of this report the Company has four subsidiaries and two step sown subsidiaries. The consolidated financial statements presented by the Company include the financial results of its subsidiary companies. In compliance with the provision of Section 129(3) of the Companies Act, 2013, ("Act"), a separate statement containing the salient features of financial statements of the subsidiary Company is in the prescribed Form AOC-1 and same is enclosed to this report as ‘Annexure –A.

The details of the policy on determining Material Subsidiary of the Company is available on Companys website at; https://www.blkashyap.com/wp-content/uploads/2023/07/

Policy-on-Material-Subsidiary.pdf

The Companys subsidiaries played a pivotal role in driving the overall revenue growth and performance of the Company. The highlights of performance of subsidiaries, associates and joint venture Companies and their contribution to the overall performance of the Company during the year under review is given below: i. BLK Lifestyle Limited ("BLK Lifestyle")- wholly owned subsidiary

BLK Lifestyle a wholly owned subsidiary (WOS) of the Company to diversify its portfolio in the area related to the manufacturing of UPVC Windows, Doors, Modular Wardrobes & Kitchens. During the year under review, BLK Lifestyle has reported revenue from operations of Rs. 12.40 crores and a net loss of Rs. 0.11 crores. ii. Security Information Systems (India) Limited ("SIS")- wholly owned subsidiary

SIS is a subsidiary (WOS) of the Company. No business activity was carried out during the financial year 2024-25. iii. BLK Infrastructure Limited ("BLK Infra")- wholly owned subsidiary

BLK Infra was incorporated as a wholly owned subsidiary (WOS) of the Company. No business activity was carried out during the financial year 2024-25. iv. Soul Space Projects Limited ("SSPL")- subsidiary

SSPL, a subsidiary of the Company is a "Design driven," real estate development company in India. SSPL creates, builds and markets spaces that are refreshingly different . and offer exceptionally incomparable experiences. Different by design, Soul Space is redefining Living, Working and

Shopping spaces across India with rapidly emerging shopping malls, residential projects and office spaces.

During the year under review, SSPL has reported the revenue of Rs. 23.50 Lacs and a net loss of Rs. 847.06 Lacs. v. Soul Space Hospitality Limited ("SSHL")- step down subsidiary

The Company, through its subsidiary SSPL has a stake of 97.91% in SSHL. No business activity was carried out during the financial year 2024-25.

During the year under review, no business activities were carried on. vi. Soul Space Realty Limited ("SSRL")- step down subsidiary

The Company, through its subsidiary SSPL has a stake of 97.91% in SSRL. No business activity was carried out during the financial year 2024-25.

During the year under review, no Company ceased to be a subsidiary of the Company.

INTERNAL FINANCIAL CONTROLS AND RISK MANAGEMENT FRAMEWORK

Your Company has established a robust internal financial control system and framework to ensure:

Orderly and efficient conduct of business operations;

Safeguarding of assets;

Prevention and detection of frauds and errors;

Accuracy and completeness of accounting records; and

Timely preparation of reliable financial information.

To support these objectives, the Company has implemented clearly defined policies and Standard Operating Procedures

(SOPs), a comprehensive Financial and Operational Delegation of Authority matrix, and a well-structured organizational hierarchy across all business functions, enabling seamless and effective operations.

Further, the implementation of an integrated ERP system has enhanced process standardization and automation, significantly strengthening internal controls and operational efficiency. The internal financial control framework is reinforced through a comprehensive internal audit program, conducted by qualified in-house professionals in collaboration with an external firm of Chartered Accountants, appointed upon the recommendation of the Audit Committee. Audit findings and corrective actions are periodically reviewed by the

Audit Committee, ensuring continual improvement and maintenance of an effective internal control environment. Overall, the internal financial controls are designed to provide reasonable assurance regarding the integrity of financial reporting and operational accountability across the organization.

As advised by SEBI, the Company had its audit of Internal

Financial Control systems conducted by the Statutory Auditors, and the report thereof was submitted to the Stock Exchanges.

RISK MANAGEMENT POLICY & IMPLEMENTATION

The Company has adopted a comprehensive Risk

Management Framework to proactively identify, evaluate, and manage risks associated with its business operations. The policy provides structured guidelines for risk identification, assessment, evaluation, treatment, escalation, and periodic review, ensuring a systematic approach to risk mitigation.

The Audit Committee and the Board of Directors periodically review the risk management procedures, particularly during the review of quarterly financial results. The Audit Committee exercises additional oversight over financial and internal control-related risks.

Key risks are identified at the departmental level and include, but are not limited to:

Estimation Risk

Competition Risk

Raw Material Procurement Risk

Financial Risks

Information Technology and Cybersecurity Risks

Legal and Compliance Risks

Operational Risks

These risks are continuously monitored, and mitigation plans are developed and implemented accordingly.

In addition, the Company maintains adequate insurance coverage to safeguard its assets and operations against unforeseen events. This integrated risk management approach enables the Company to respond effectively to emerging threats and uncertainties, ensuring business resilience and long-term value creation.

RELATED PARTY TRANSACTIONS

As per the provision of Companies Act, 2013 and Regulation 23 of ‘Listing Regulations, the Company has formulated a Policy on Related Party Transaction to ensure transparency between the Company and the Related Parties. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Companys website at the link: https://www.blkashyap.com/wp-content/uploads/2025/08/ Related-Party-Transaction-1.pdf All related party transactions entered into by the Company during the financial year were conducted on an arms length basis and were in the ordinary course of business. The Company did not enter into any contract, arrangement, or transaction with related parties that could be considered material under the Companys Policy on Materiality of Related Party Transactions.

In line with statutory requirements and governance best practices, prior approval of the Audit Committee is obtained on a quarterly basis for transactions that are foreseen and of a repetitive nature. Transactions entered into pursuant to such approvals are subject to audit review, and a detailed statement of all related party transactions is presented to the Audit Committee and the Board of Directors for their review and approval each quarter.

There were no material related party transactions entered into by the Company during the financial year under review. Disclosure in Form AOC-2, as required under Section 134(3)(h) of the Companies Act, 2013, is provided as Annexure-B to this Report.

Members attention is also drawn toNote 31 of the financial statements, which sets out the related party disclosures in detail.

DIRECTORS

The Board of Directors is duly constituted and consists of 8 (Eight) directors out of which 4 (Four) are Independent directors and 1

(One) Nominee director as on the close of the financial year. The detail of the composition of Board of Directors are mentioned in the Corporate Governance Report forming part of Annual Report. During the year under review, the following changes took place in the composition of the Board of Directors:

Mr. Justice C.K. Mahajan (Retd) (DIN: 00039060) resigned from the directorship of the Company with effect from 26th

July, 2025.

Mr. H.N. Nanani (DIN: 00051071) and Ms. Poonam Sangha

(DIN: 07141150) ceased to be Non-Executive Independent

Directors upon completion of their second consecutive term on 29th September, 2024 and 30th March, 2025, respectively.

The Board places on record its deep appreciation for the invaluable contributions, insights, and guidance provided by Mr. Mahajan, Mr. Nanani, and Ms. Sangha during their respective tenures.

Further, the Board appointed:

Mr. Gopinath Ambadithody (DIN: 00046798) and

Mrs. Neelam Naresh Kothari (DIN: 06709241) as Non-Executive Independent Directors of the Company with effect from 14 th August 2024, for a term in accordance with the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Except for the aforementioned, there were no other appointments or reappointments of Directors on the Board during the financial year 2024 25.

The brief profiles, areas of expertise, details of other directorships held, and relationships between Directors inter-se (where applicable), as required under Regulation 36 of SEBI (LODR)

Regulations, 2015, are provided in the Notice convening the Annual General Meeting.

KEY MANAGERIAL PERSONNEL

Pursuant to the provisions of Section 203 of the Companies Act, 2013 the following are the Key Managerial Personnel of the Company:

Mr. Vinod Kashyap -	Chairman & Whole Time Director
Mr. Vineet Kashyap -	Managing Director
Mr. Vikram Kashyap -	Whole time Director
Mr. Pushpak Kumar	VP & Company Secretary
Mr. Vikesh Agarwal	Chief Financial Officer

During the year under review, Mr. Ganesh Kumar Bansal, CFO resigned w.e.f. 09th November, 2024.

The Board at its meeting held on 11th November, 2024 appointed Mr. Vikesh Kumar Agarwal as CFO of the Company, w.e.f. 27th November, 2024.

DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to the provisions of Section 149(6) of the Companies

Act, 2013 and Regulation 25(8) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI LODR

Regulations"), the Company has received declarations from all

Independent Directors confirming that they meet the criteria of independence as prescribed under the said provisions.

In the opinion of the Board:

All Independent Directors fulfill the conditions specified under the Companies Act, 2013 and the SEBI LODR

Regulations for their appointment / reappointment as Independent Directors.

They possess the requisite integrity, expertise, and experience as required under Rule 8(5)(iiia) of the Companies

(Accounts) Rules, 2014.

Further, in compliance with Regulation 25(8) of the SEBI LODR Regulations, the Independent Directors have also confirmed that they are not aware of any circumstance or situation which exists or may reasonably be anticipated to exist that could impair or impact their ability to discharge their duties independently and objectively, without any external influence.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to section 134(3)(c) and 134(5) , the Board of Director, to the best of their knowledge and ability confirms that: i. In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures. 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 profits 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 the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv. The directors have prepared the annual accounts of the Company 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. 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.

COMMITTEES OF THE BOARD

The Company has duly constituted the following committees as per the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015 viz; Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee. details pertaining to the composition of above committees & their meetings are given separately under the Corporate Governance Report, which forms part of this report.

MEETINGS OF THE BOARD

The Board meets on regular intervals to discuss on Company/ business policy, strategy and financial results apart from other

Board business. A tentative calendar of Meetings is prepared and circulated in advance to the Directors to facilitate them to plan their schedule and to ensure meaningful participation in the meetings.

During the year Four Board Meetings were convened and held. The details of which are given in the Corporate Governance Report which forms part of this report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Companys policy on directors appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance report, which forms part of the Boards report.

Weblink:h t t p s : / / w w w . b l k a s h ya p . c o m / w p - c o n t e n t / uploads/2023/08/NRC-Policy.pdf

PERFORMANCE EVALUATION

In accordance with the provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Annual Performance Evaluation of the

Board and individual Directors has been duly conducted. The evaluation was carried out based on a structured framework and set of criteria approved by the Board. The process involved the use of a systematically designed questionnaire, covering various parameters such as the effectiveness of Board and Committee meetings, the composition and diversity of the Board, strategic inputs provided by Directors, and their performance in discharging specific duties and responsibilities.

The performance evaluation of Independent Directors was conducted by the entire Board, excluding the Directors being evaluated. The evaluation of the Chairman and Non-Independent Directors was carried out in a separate meeting of the Independent Directors, as prescribed under applicable regulations.

The Board expressed its overall satisfaction with the evaluation process, recognizing it as a useful exercise in enhancing its own effectiveness and governance standards.

Details of the evaluation criteria and methodology are disclosed in the Corporate Governance Report, forming part of this Annual Report.

FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS

Your Company has in place a structured induction and familiarization programme for its directors. Upon appointment, directors receive a Letter of Appointment setting out detail, the terms of appointment , duties, responsibilities, obligations , Code of Conduct for preventing of Insider Trading and Code of Conduct applicable to Directors, Key Managerial Personnel and Senior Management Personnel. They are also updated on all business related issues and new initiatives. Independent directors are also encouraged to visit the facilities of the Company and engage with Senior Management. Regular presentations and updates on relevant statutory changes encompassing important laws are made and circulated to the Directors. Such familiarization programmes help the Independent Directors to understand the Companys strategy, business model, operations, markets, organization structure, risk management etc. and such other areas as may arise from time to time.

The details of familiarization program are provided in Corporate Governance Report which forms part of the Annual Report. The policy and details of familiarization programme imparted to the Independent Directors of the Company is available at; https://www.blkashyap.com/wp-content/uploads/2025/03/ Familiarization_programme.pdf

Proficiency of Directors:

In compliance with Rule 6 of Companies (Appointment and

Qualification of Directors) Rules, 2014, all the Independent

Directors of the Company have registered themselves with the Independent Directors Data Bank maintained by IICA.

AUDITORS

(a) Statutory Auditors and their report

M/s. Sood Brij & Associates, Chartered Accountants (Firm Registration No.: 00350N) were appointed as Statutory Auditors of the Company at the 35th Annual General Meeting (AGM) held on 30th September, 2024 to hold office from the conclusion of 35th AGM till the conclusion of 40th AGM to be held in the year 2029.

The Auditors Report on Standalone and Consolidated financial statements is a part of this Annual Report. The

Statutory Auditors of the Company has issued Audit Reports on the Standalone and Consolidated Annual Financial

Statement of the Company with unmodified opinion. The observation made in the Auditors Report read together with relevant notes thereon are self-explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013.

There were no qualifications, reservations or adverse remarks made by the Auditors in their report.

During the year under review, there were no frauds reported by the auditors to the Audit Committee or the Board under section 143(12) of the Companies Act, 2013.

(b) Secretarial Auditors and their report

"Pursuant to the provisions of Section 204 of the Companies Act, 2013, the Board of Directors has appointed in the Board Meeting 14/02/2024, M/s Dhananjay Shukla & Associates, Company Secretaries in Practice, to undertake the Secretarial Audit of the Company for the financial year ended 31st March, 2025. The Secretarial Audit Report for the said financial year is annexed herewith and marked as

Annexure C."

The observation made in the Secretarial Auditors Report are self-explanatory and hence, do not call for any further comments under Section 134 of the Companies Act, 2013

(c) Cost Auditors / In terms of Section 148 of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, it is stated that the cost accounts and records are made and maintained by the Company as specified by the Central Government under sub-section (1) of Section 148 of the Companies Act, 2013. The Board of Directors of the Company on the recommendation of the Audit Committee approved the appointment of M/s. Sanjay Gupta & Associates, Cost Accountants as the Cost Auditors of the Company to audit the cost records for the financial year ending 31 st March, 2025. The Cost auditor has submitted its report to the Board of Directors.

SECRETARIAL STANDARDS

During the year under report, the Company has duly complied with all the applicable secretarial standards as issued by the Institute of Company Secretaries of India from time to time.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Loans, guarantees and investments covered under the provisions of section 186 of the Companies Act, 2013 forms part of the notes to the financial statements provided in the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

The Company, in compliance with Section 135 of the Companies Act, 2013 has constituted a Corporate Social Responsibility

Committee (CSR Committee) of the Board of Directors. The objective of the Companys Corporate Social Responsibility

(‘CSR) initiatives is to improve the quality of life of communities through long-term value creation for all stakeholders. The Companys CSR policy provides guidelines to conduct CSR activities of the Company. The CSR Committee comprising Mr.

S. Basavaraj as the Chairman and Mr. Vinod Kashyap, Mr. Vineet Kashyap and Mr. Vikram Kashyap as other members.

The CSR Policy is available on our website at: https://www.blkashyap.com/wp-content/uploads/2023/07/CSR_

Policy.pdf

The initiatives undertaken by your Company during the year have been detailed in CSR Section of this Annual Report. The

Annual Report on CSR activities as required under the Companies

Corporate Social Responsibility Policy Rules, has been annexed to this Report as "Annexure D" which forms an integral part of this report.

EXTRACT OF ANNUAL RETURN

In accordance with Section 92(3) read with Section 134(3)(a) of the Act, the extract of the annual return in Form MGT-7 for the financial year ended 31 March, 2025 is available on the website of the Company at https://www.blkashyap.com/investor-relation/

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has in place an alert procedure "Vigil Mechanism

/ Whistle Blower Policy" to deal with instance of fraud and mismanagement, if any.

In staying true to our values of Strength, Performance and Passion and in line with our vision of being one of the most respected companies in India, the Company is committed to the high standards of Corporate Governance and stakeholder responsibility.

The procedure "Vigil Mechanism / Whistle Blower Policy" ensures that strict confidentiality is maintained whilst dealing with concerns and also that no discrimination will be meted out to any person for a genuinely raised concern.

The policy on vigil mechanism and Whistle Blower Policy may be accessed on the Companys website at; https://www.blkashyap.com/wp-content/uploads/2023/07/ Whistle_Blower_2014.pdf

INSIDER TRADING REGULATIONS

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company.

The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the Code.

All Board Directors and the designated persons have confirmed compliance with the Code.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

In compliance with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder, the Company has . adopted a comprehensive policy on the prevention, prohibition, and redressal of sexual harassment at the workplace.

The policy aims to create awareness among employees about behaviors that constitute sexual harassment, establish preventive measures, and outline an effective redressal mechanism for addressing complaints, if any. The policy has been communicated to all employees and is strictly implemented across all levels of the organization.

An Internal Complaints Committee (ICC) has been constituted as per the statutory mandate. The ICC is responsible for investigating and redressing complaints of sexual harassment, in accordance with the prescribed guidelines and procedures under the Act and the Companys policy.

The Company is committed to fostering a safe, secure, and inclusive work environment that upholds the dignity of every employee.

Disclosures under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 for the Financial Year 2024-25: a. Number of complaints of sexual harassment received in the year Nil b. Number of complaints disposed off during the year Nil c. Number of cases pending for more than ninety days Nil

COMPLIANCE WITH MATERNITY BENEFIT ACT, 1961

The Company affirms its adherence to the provisions of Maternity Benefit Act, 1961, and the rules made thereunder. We are committed to upholding the rights and welfare of our women employees by ensuring compliance with all applicable statutory obligations related to maternity benefits, including paid maternity leave, nursing breaks, and protection from dismissal during maternity leave.

LISTING

The Equity Shares of the Company are listed on National Stock Exchange of India Limited and BSE Limited. The requisite annual listing fees have been paid to these Exchanges.

PARTICULARSREGARDINGCONSERVATIONOFENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company continues to take appropriate measures for conservation of energy. Although the core business activity of the Company—civil construction—is not inherently energy-intensive, efforts are consistently made to optimize the usage of energy resources, including power and fuel, across all operational levels. Conscious steps are taken to promote efficiency minimize wastage, thereby supporting sustainable practices in day-to-day operations.

During the year under review, there is no information to be furnished under the head of Technology Absorption, as the Company has not undertaken any specific Research & Development (R&D) activities, nor has it acquired or implemented any external technology that would require absorption or adaptation.

However, innovation remains an integral part of the Companys culture, particularly in achieving cost efficiencies and operational excellence within its core construction activities. These process-level improvements and best practices, though not formally categorized as R&D or technology absorption, contribute meaningfully towards enhancing productivity and maintaining competitiveness in a challenging market environment. While there was no Foreign Currency earning during the year under review, the Foreign Currency outgo was Rs. 1.65 Cr.

BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

As Company is not falling under the Top-1000 listed entities, based on market capitalization as at 31/03/2025, the provisions of Regulation 34(2)(f) of the Listing Regulations pertaining to the Business Responsibility and Sustainability Report (BRSR), are not applicable.

STOCK OPTIONS

Your Company does not have any stock options scheme.

ACCREDITATION

Your company continues to enjoy ISO 9001:2015, ISO 45001:2018 and OHSAS 14001:2015 accreditation, for meeting international standards of Quality, Environmental, Occupational Health and

Safety Management Systems.

HEALTH AND SAFETY

The Company places the highest priority on the safety and well-being of its employees, labour workforce, third parties, and visitors. At all project sites, strict adherence to safe work practices and environmental protection norms is ensured. Comprehensive measures are consistently undertaken to safeguard the environment and promote occupational health and safe working conditions for all personnel.

Our continued focus on accident-free operations, robust risk management, and the creation of a cleaner and safer work environment has yielded significant benefits over the years, resulting in enhanced growth opportunities and increased stakeholder trust. The Company has been accredited with the OHSAS 14001:2015 certification, which serves as both a reinforcement and a benchmark of the high-quality safety standards and practices implemented across our project sites.

PARTICULARS OF EMPLOYEES

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

Median Remuneration of Employees during the financial year

2024-25: Rs. 4.42 lakh p.a. a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

Non-executive directors	Ratio to median Remuneration
Mr. Gopinath Ambadithody	-
Mrs. Neelam Naresh Kothari	-
Mr. Vishal S Ohiri	-
Mr. Vivek Talwar	-
Mr. Settihalli Basavraj	-
* No remuneration was paid to Non-executive directors except sitting fees.
Executive directors	Ratio to median Remuneration
Mr. Vinod Kashyap	30.53 times
Mr. Vineet Kashyap	30.53 times
Mr. Vikram Kashyap	30.53 times
b. The percentage increase in remuneration of each director, chief executive officer, chief financial officer, company secretary the financial year:
Directors, Chief Executive Officer, Chief Financial Officer and Company Secretary	% increase in remuneration in the financial year
Mr. Vinod Kashyap	50%
Mr. Vineet Kashyap	50%
Mr. Vikram Kashyap	50%
Mr. Pushpak Kumar ‘CS	16%
*Mr. Vikesh Agarwal ‘CFO	NA
#Mr. Ganesh Bansal ‘CFO	NA

* Joined on 27th November 2024 # Resigned w.e.f. 9th November, 2024 c. The percentage increase in the median remuneration of employees in the financial year: 10% d. The number of permanent employees on the rolls of Company: 1339 e. 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:

Average percentile increase in the remuneration for all employees and managerial personnel was 10% and 50% respectively. Increments in remuneration of employees are as per the appraisal / remuneration policy of the Company.

Remuneration to executive directors was paid during FY 2024-25 in terms of Schedule V of the Companies Act, 2013. f. Affirmation that the remuneration is as per the remuneration

policy of the Company:

The Company affirms remuneration is as per remuneration policy of the Company. g. Information pursuant to Rule 5(2) & 5(3) of the Companies

(Appointment and Remuneration of Managerial Personnel) Rules, 2014 pertaining to the top ten employees in terms of remuneration drawn and their other particulars also form part of this report. However, the report and the accounts are being sent to the members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection at the Registered Office of the Company. Any shareholder interested in obtaining a copy of the same may write to the Company Secretary.

General Note:

• Managerial Personnel includes Chairman, Managing Director, Whole-time Director, Company Secretary and

Chief Financial Officer.

REMUNERATION POLICY

The Board of Directors have framed a Policy which lays down a framework in relation to remuneration of Directors, KMP and other employees of the Company. The said Policy is available on the Companys website at https://www.blkashyap.com/ wp-content/uploads/2023/08/NRC-Policy.pdf

IMPLEMENTATION OF CORPORATE ACTIONS, FAILURES IF ANY

During the year under review, no instances of failure to implement corporate actions were reported.

CORPORATE GOVERNANCE REPORT

Your Company remains firmly committed to upholding highest standards of corporate governance, with a strong emphasis on transparency, accountability, and integrity in all its operations and decision-making processes. The Company ensures full compliance with the applicable provisions of the Securities and Exchange Board of India (SEBI) (Listing Obligations and Disclosure Requirements) Regulations, 2015.

A detailed Corporate Governance Report, as required under the SEBI Listing Regulations, forms an integral part of this

Annual Report. The report outlines the Companys governance framework, Board structure, committees, and various disclosures in line with regulatory expectations.

A certificate from the Statutory Auditors confirming compliance with the conditions of corporate governance as stipulated under the SEBI Listing Regulations is appended to the Corporate

Governance Report.

Additionally, a certificate from the CEO and CFO, in compliance with Regulation 17(8) of the SEBI Listing Regulations, is also annexed to this report.

MANAGEMENT DISCUSSION AND ANALYSIS

In compliance with the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,

2015, the Management Discussion and Analysis Report forms an integral part of the Annual Report and is presented in a separate section.

ELECTRONIC FILING

The Company is also periodically uploading Annual Reports,

Financial Results, Shareholding Pattern, Corporate Governance

Reports etc. on its website viz. www.blkashyap.com within the prescribed time limit.

ACKNOWLEDGEMENTS

Your directors would like to express their gratitude for the support, assistance and cooperation received from the the

Bankers, Government Authorities, Regulatory Authorities and

Stock Exchanges. Your Directors also take this opportunity to thank all investors and shareholders for their continued support. The Board places on record its appreciation for the continued support received from associates, vendors, retailers and business partners, which is indispensable in the smooth functioning of B. L. Kashyap and Sons Limited.

Your directors place on record its appreciation of the contribution made by employees at all levels. Our efforts at consolidating our position would not have been possible without their hard work, solidarity, cooperation and support. The Board expects to continue receiving their support and cooperation in the future as well.

	For and on behalf of the Board of Directors of
	B.L. KASHYAP AND SONS LIMITED
(VINOD KASHYAP)	(VINEET KASHYAP)
CHAIRMAN	MANAGING DIRECTOR
DIN: 00038854	DIN: 00038897
Place: New Delhi
Dated: 14th August, 2025