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B L Kashyap & Sons Ltd. Change Name
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You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 1142.08 Cr. P/BV 2.17 Book Value (Rs.) 23.31
52 Week High/Low (Rs.) 85/45 FV/ML 1/1 P/E(X) 41.57
Bookclosure 30/09/2024 EPS (Rs.) 1.22 Div Yield (%) 0.00
Year End :2025-03 

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 Company's 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 COMPANY'S

AFFAIRS

Standalone:

During the financial year 2024-25:

• Revenue from operations decreased to H142.30 crores,
compared to H214.23 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 H08.04 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 H153.63 crores, down
7.30% from H244.53 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 31st 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 Company's 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

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.

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
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.

INSOLVENCY AND BANKRUPTCY CODE /
SETTLEMENT

No proceedings are made or pending under the Insolvency
and Bankruptcy Code, 2016 and there is no instance of one¬
time settlement with any Bank or Financial Institution.

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 Company's 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 Company's website at;

https://www.blkashyap.com/wp-content/uploads/2023/07/

Policy-on-Material-Subsidiary.pdf

The Company's 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
Company's 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 arm's 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 Company's
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

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 to Note 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 14th 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

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. The
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 Company's 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 Board's report.

Weblink:https://www.blkashyap.com/wp-content/

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 Company's 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 Auditor's 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 31st 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 Company's Corporate Social Responsibility
('CSR') initiatives is to improve the quality of life of communities
through long-term value creation for all stakeholders. The
Company's 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 Company's 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 Company's
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 Company's 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 the
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.

PARTICULARS REGARDING CONSERVATION OF ENERGY,
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 and
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 Company's
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 in
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 the
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 Company's 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 the
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 Company's 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
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


 
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