Directors Report of B L Kashyap & Sons Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting herewith the 36^th 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 31^st 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 31^st 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 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
31^st March, 2025 stood at Rs. 22,54,40,000/- comprising
22,54,40,000 equity share of Re. 1 each.

As on 31^st 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 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

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

The Board at its meeting held on 11^th November, 2024 appointed
Mr. Vikesh Kumar Agarwal as CFO of the Company, w.e.f. 27^th
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 35^th Annual General Meeting
(AGM) held on 30^th September, 2024 to hold office from the
conclusion of 35^th AgM till the conclusion of 40^th 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 31^st 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 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 27^th November 2024

• Resigned w.e.f. 9^th 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: 14^th August, 2025

---

Mar 31, 2024

Your Directors are pleased to present before you the 35th Annual Report on the business and operations of the Company, together with the audited financial statements (standalone and consolidated) for the financial year ended 31st March, 2024.

FINANCIAL HIGHLIGHTS

The Company''s financial performance during the year as compared with the previous year is summarized below:

Amount (Rs. Tn Crores)

PARTICULARS	STANDALONE		CONSOLIDATED
Year ended	31st March, 2024	31stMarch, 2023	31stMarch, 2024	31stMarch, 2023
Income from operations	1214.23	1091.68	1244.53	1109.97
Profit/(Loss) before depreciation, finance cost, exceptional item and Tax	107.02	128.52	122.47	117.71
Profit/(Loss) before Tax	49.83	73.62	63.28	20.60
Tax Expenses	14.93	21.61	10.75	(1.53)
Profit / (Loss) after Tax	34.89	52.01	52.53	22.14
Earnings per share, on the face value of Re. 1/- each (in Rs.)	1.55	2.31	2.33	0.98
No. of shares	22.5440	22.5440	22.5440	22.5440

RESULTS OF OPERATIONS AND THE STATE OF COMPANY ''S AFFAIRS Standalone:

During the financial year 2023-24:

• Revenue from operations on standalone basis increased to Rs. 1214.23 crores as against Rs. 1091.68 crores in the previous year -an increase of 11%.

• Direct Cost as a percentage to revenue from operations slightly decrease to 67.3% as against 67.9% in the previous year.

• Employee benefit expenses as a percentage to revenue from operations increased to 17.99% (Rs. 218.44 crores) as against 17.11% (Rs. 186.75 crores) in the previous year.

• Finance Cost as a percentage to revenue from operations decreased to 3.93% (Rs. 47.76 crores) as against 4.26% (Rs. 46.56 crores) in the previous year.

• Profit before exceptional items and tax for the current year is Rs. 49.83 crores as against Rs. 73.62 crores in the previous year.

• Profit after tax for the current year is Rs. 34.89 crores as against Rs. 52.01 crores in the previous Year.

Consolidated:

During the financial year 2023-24:

• On a consolidated basis, the Group achieved revenue of Rs. 1244.53 crores as against Rs. 1109.97 crores - increase of 12.12%.

• Profit before exceptional items and tax for the current year is Rs. 63.28 crores as against Rs. 20.60 crores in the previous year.

• Profit after tax for the current year is Rs. 52.53 crores as against loss of Rs. 22.14 crores in the previousyear CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements are prepared in accordance with Indian Accounting Standards (Tnd AS) as per the Companies (Indian Accounting Standards) Rules, 2015 notified under Section 133 of the Companies Act, 2013 and other relevant provisions of the Companies Act, 2013. The Consolidated Financial Statements for the financial year ended March 31, 2024 forms part of the Annual Report.

APPROPRIATIONS

a. DIVIDEND

Your Directors have not recommended any dividend for the financial year ended 31st March, 2024.

DIVIDEND DISTRIBUTION POLICY

Tn terms of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the ''Listing Regulations''), your Company has adopted the Dividend Distribution Policy. The Policy is available on Company''s website at https://www.blkashyap.com/wp-content/uploads/2023/07/Dividend-Distribution-Policy.pdf

UNPAID / UNCLAIMED DIVIDEND

No amount of unpaid / unclaimed dividends was transferred during the year.

The Company is not required to transfer equity shares to TEPF account.

b. TRANSFER TO RESERVES

During the year under review, The Company is not proposing to transfer any amount to the General Reserves of the Company out of the profits made during the year. The Company has added the entire available surplus to the brought forward balance of Surplus as part of the Other Equity.

CHANGE IN NATURE OF BUSINESS

During the year under review, there is no change in the nature of business in which the Company operates.

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, 2024 stood at Rs. 22,54,40,000/- divided into 22,54,40,000 equity share of Re. 1 each. As on March 31, 2023, 99.99% of the total paid-up capital of the Company stands in the dematerialized form.

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.

CREDIT RATING

During the year under report, the Company is yet to exit CDR and there are no financial default as on date , CRISIL has re-affirmed B- rating.

PUBLIC DEPOSITS

The Company has not accepted any deposit under Section 73 of the Companies Act, 2013 and and The Companies (Acceptance of Deposits) Rules, 2014 during the year under review.

SUBSIDIARIES

We have four subsidiaries and two step sown subsidiaries as on 31st March, 2024:

Name	Status
B L K Lifestyle Limited Security Information Systems (India) Limited BLK Infrastructure Limited Soul Space Projects Limited Soul Space Realty Limited Soul Space Hospitality Limited	Wholly-owned Subsidiary Company Wholly-owned Subsidiary Company Wholly-owned Subsidiary Company Subsidiary Company Step Down Subsidiary Company Step Down Subsidiary Company

There has been no change in the number of subsidiaries/ step down subsidiaries or in the nature of business of subsidiaries, during the year under review.

None of the above subsidiaries/ step down subsidiaries is a material Indian subsidiary since there turnover or net worth (i.e. paid-up capital and free reserves) does not exceed 10% of the consolidated turnover or net worth respectively, of the Company and its subsidiaries in the immediately preceding financial year.

As per provisions of the Section 129 of the Companies Act, 2013 read with Companies (Accounts) Rule, 2014 a separate statement containing the salient features of the financial statement of the subsidiary companies/associate companies/joint venture is prepared in the Form AOC-1 and same is enclosed to this annual report.

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/2023/12/Policy-on-Material-Subsidiary-1.pdf

INTERNAL FINANCIAL CONTROLS AND SYSTEMS

Your Company has in place adequate financial control system and framework in place to ensure:

- The orderly and efficient conduct of its business;

- Safeguarding of its assets;

- The prevention and detection of frauds and errors;

- The accuracy and completeness of the accounting records; and- The timely preparation of reliable financial information.

The Company has a clearly defined Policies, Standard Operating Procedures (SOP), Financial & Operation Delegation of Authority and Organizational structure for its business functions to ensure a smooth conduct of its business across the organization. Our ERP system supports in processes standardization and their automation.

The Internal Financial control is supplemented by an extensive program of internal audit conducted by in house trained personnel with the help of external firm of Chartered Accountants appointed on recommendation of the Audit Committee. The audit observations and corrective action, if any, taken thereon are periodically reviewed by the Audit committee to ensure effectiveness of the Internal Financial Control System. The internal financial control is designed to ensure that the financial and other records are reliable for preparing financial statements and other data, and for maintaining accountability of persons.

RISK MANAGEMENT POLICY & IMPLEMENTATION

The Board have adopted a framework of risk management to identify risks inherent in business operations of the company and provides guidelines to identify, assessment, evaluation, treatment, escalation and review the risks.

The risk management procedure is reviewed by the Audit Committee and Board of Directors on regular basis at the time of review of quarterly financial results of the Company. The Audit Committee has additional oversight in the area of financial risks and controls. Major risks identified by the business and functions are systematically addressed through mitigating actions on a continuing basis.

Risks are assessed department wise such as Estimation Risk, Competition Risk, Raw Material Risk, Financial Risks, Information Technology related Risks, Legal risks, Operational Risk etc. The Company also takes adequate insurance to protect its assets.

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/2023/12/Related Party Tran Policy-1.pdf

All related party transactions that were entered into during the financial year were on arm''s length basis and were in the ordinary course of the business. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

Prior approval of the Audit Committee is obtained on a quarterly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis.

There were no material related party transactions entered into by the Company during the financial year under review. The disclosure of related party transactions as required under Section 134(3) (h) of the Act in Form AOC-2 is attached as Annexure-A.

Your Directors draw attention of the members to Note 31 to the financial statement which sets out related party disclosures.

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.

DIRECTORS

In accordance with the requirements of the Companies Act, 2013 Mr. Vinod Kashyap, Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and, being eligible, offer himself for reappointment at the ensuing Annual General Meeting.

Mr. Vishal Sharat Ohri (DIN 09361145) appointed as Nominee Director with effect from 17th July, 2023.

Mr. Naresh Lakshman Sing Kothari (DIN 00012523) Non-executive Director of the Company has resigned and ceased to be Director of the Company with effect from 18th December, 2023. The Board places on record its appreciation for his invaluable contribution and guidance.

Save and except the aforesaid, there was no appointment / reappointment / resignation of any Director on the Board of the Company during the FY 2023-24.

The details of Directors being recommended for reappointment as required under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, nature of their expertise in specific functional areas, names of the companies in which they hold directorships and relationships between directors inter-se are contained in the accompanying Notice convening the ensuing Annual General Meeting of the Company. Appropriate Resolution(s) seeking your approval to the re-appointment of Directors are also included in the Notice.

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 as on 31st March, 2024:

1. Mr. Vinod Kashyap, Chairman

2. Mr. Vineet Kashyap, Managing Director

3. Mr. Vikram Kashyap, Jt. Managing Director

4. Mr. Ganesh Kumar Bansal, Chief Financial Officer

5. Mr. Pushpak Kumar, VP & Company Secretary

During the year, the following Key Managerial Personnel were appointed or have resigned:

• Mr. Manoj Agrawal, ceased to be Chief Financial Officer (CFO) of the Company with effect from 28th August, 2023. The Board places on record its appreciation for his invaluable contribution and guidance.

• Mr. Ganesh Kumar Bansal appointed as Chief Financial Officer (CFO) of the Company with effect from 26th February, 2024. 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, Risk Management 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 Five 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/notification issued by the Government from time to time.

Pursuant to the requirements of Schedule IV to the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a separate Meeting of the Independent Directors of the Company was also held on 6th March, 2024 without the presence of Non-Independent Directors and members of the management, to review the performance of Non-Independent Directors and the Board as a whole, the performance of the Chairperson of the company, taking into account the views of Executive Directors, Non-Executive Non-Independent Directors and also to assess the quality, quantity and timeliness of flow of information between the Company management and the Board.

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/2023/07/TC App Ind Dir.pdf

PERFORMANCE EVALUATION

Pursuant to the provisions of Section 134(3), Section 149(8) and Schedule IV of the Act read with Listing Regulations, Annual Performance Evaluation of the Board, the Directors as well as Committees of the Board has been carried out. The performance evaluation of all the Directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board, details of which are provided in the Corporate Governance Report. The properly defined and systematically structured questionnaire was prepared after having considered various aspects and benchmarks of the Board''s functioning, composition of the Board and its Committees, performance of specific duties, obligations and governance. The performance evaluation of the Independent Directors was carried out by the entire Board and the performance evaluation of the Chairman and Non-Independent Directors was carried out by the Independent Directors in their separate meeting. The Board of Directors expressed their satisfaction with the evaluation process.

FAMILIARISATION PROGRAM FOR INDEPENDENT DIRECTORS

All Independent Directors are familiarised with the operations and functioning of the Company. The details of familiarisation 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/2023/12/Familiarization-1.pdf

DECLARATION BY INDEPENDENT DIRECTORS

Your Company has received declaration from the Independent Directors that they meet the criteria of independence as prescribed u/s 149(6) of the Companies Act, 2013. In the opinion of the Board, they fulfill the condition for appointment/ re-appointment as Independent Directors on the Board. Further, in the opinion of the Board, the Independent Directors also possess the attributes of integrity, expertise and experience as required to be disclosed under Rule 8(5) (iiia) of the Companies (Accounts) Rules, 2014.

In terms of Regulation 25 (8) of SEBI (LODR) Regulations, 2015 the Independent Directors have also confirmed that they are not aware of any circumstance or situation, which exists or which may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence.

STATUTORY AUDITORS

M/s Rupesh Goyal & Co., Chartered Accountants (ICAI Firm Registration No. 021312N), Statutory Auditors of the Company were appointed as the Statutory Auditors of the Company in the Annual General Meeting held on September 30, 2020 for a period of 4 years to hold office from the conclusion of 31st Annual General Meeting (AGM) upto the conclusion of 35th AGM of the Company to be held in the year 2024. Their term expires at the conclusion of forthcoming Annual General Meeting.

For next term, the Board have recommended appointment of M/s Sood Brij & Associates, Chartered Accountants (ICAI Firm Registration No. 00350N) as Statutory Auditors, for a period of 5 years, to hold office from the conclusion of 35th Annual General Meeting until the conclusion of 40th Annual General Meeting at such remuneration as may be determined by the Board of Directors having regard to the quantum of work. Consent of members is being sought in the notice convening the 35th Annual General Meeting seeking appointment.

There are no observations (including any qualification, reservation, adverse remark or disclaimer) of the Auditors in their Audit Report that may call for any explanation from the Directors. Further, the notes to accounts referred to in the Auditor''s Report are self-explanatory.

During the year, the Auditor had not reported any matter under Section 143 (12) of the Companies Act, 2013, therefore no detail is required to be disclosed under Section 134(3) of the Companies Act, 2013.

COST ACCOUNTS AND COST AUDIT

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 and remuneration payable to M/s. Sanjay Gupta & Associates, Cost Accountants as the Cost Auditors of the Company to audit the cost records for the financial year ending March 31, 2024. The Company has received their written consent that the appointment is in accordance with the applicable provisions of the Companies Act, 2013 and rules framed thereunder. As per the statutory requirement, the requisite resolution for ratification of remuneration of the Cost Auditors by the members of the Company has been set out in the Notice convening 35th AGM of the Company.

SECRETARIAL AUDITORS

Pursuant to provisions of section 204 of the Companies Act, 2013 the Board has appointed Dhananjay Shukla & Associates Company Secretaries, a firm of company Secretaries in practice to undertake the Secretarial Audit of the Company for the financial year ended on 31st March, 2024. The Secretarial Audit Report for the financial year ended March 31, 2024 is annexed herewith and marked as "Annexure-B"

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

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. H.N. Nanani 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 C" 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 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 employees have confirmed compliance with the Code.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and the rules made thereunder, your Company has formulated an internal policy on Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal).

The policy aims at educating employees on conduct that constitutes sexual harassment, ways and means to prevent occurrence of any such incident, and the mechanism for dealing with such incident in the unlikely event of occurrence.

The Internal Complaints Committee is responsible for redressal of complaints related to sexual harassment of women at the workplace in accordance with procedures, regulations and guidelines provided in the Policy.

Disclosures in relation to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company is committed to providing and promoting a safe and healthy work environment for all its employees. A policy which is in line with the statutory requirements is in place

a. number of complaints filed during the financial year - Nil

b. number of complaints disposed of during the financial year - Nil

c. number of complaints pending as on end of the financial year - Nil

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 has taken suitable measures for conservation of energy. The core activity of the company is civil construction that is not an energy intensive activity. At every possible level Company is trying to conserve the use of energy i.e. power & fuel.

There is no information to be furnished regarding Technology Absorption as your Company has not undertaken any research and development activity in any manufacturing activity nor any specific technology is obtained from any external sources, which needs to be absorbed or adopted. Innovation is a culture in the Company to achieve cost efficiency in the construction activity to be more and more competitive in the prevailing environment that cannot be quantified.

While there was no Foreign Currency earning during the year under review, the Foreign Currency outgo was Rs. 16.36 Lakhs. 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 highest value on ensuring the safety of its employees, labours, third parties and visitors. At each of our project sites, it is ensured that safe work practices are followed and environment is protected. Every possible measure is taken to protect environment and ensure occupational health and safe working places for its employees. Our constant and collective efforts for ensuring accident-free operations, fail proof risk management and a cleaner, safer environment have paid rich dividends over the decades, leading to better growth opportunities and enhanced trust. The Company has been accredited with OHSAS 14001:2015 certification, which reinforces & is benchmark for the quality of safety standard and practices which are regularly been used at project sites.

PARTICULARS OF EMPLOYEES

The information as per Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure- D to the Board''s Report. In terms of the provisions of Section 197(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, a statement showing the names of employees and other particulars of the top ten employees and employees drawing remuneration in excess of the limits as provided in the said rules will be provided upon request. However, in terms of provisions of the first proviso to Section 136(1) of the Companies Act, 2013, the Annual Report is being sent to the members of the Company excluding the aforesaid information. The said information is available for inspection at the Registered Office of the Company during working hours and any member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standard of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI.

The report on Corporate Governance as stipulated under Listing Regulations forms an integral part of the Annual Report.

The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the Listing Regulations is appended to the Corporate Governance Report. A Certificate of the CEO and CFO of the Company in terms of Regulation 17(8) of the Listing Regulations is also annexed.

MANAGEMENT DISCUSSION AND ANALYSIS

In terms of the provisions of Regulations 34 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, the Management''s Discussion and Analysis is presented in a separate section forming part of the Annual report.

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.

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.

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 but for their hard work, solidarity cooperation and support. The Board expects to continue to receive their continued support and cooperation in future also.

For and on behalf of the Board of Directors of B.L. Kashyap and Sons Limited

Place: New Delhi Vinod Kashyap Vineet Kashyap

Dated: 14/08/2024 Chairman Managing Director

DIN: 00038854 DIN: 00038897

---

Mar 31, 2023

Directors'' Report

Dear Members,

The Directors present this Annual Report on the business and operations of the Company, together with the audited financial
statements (standalone and consolidated) for the financial year ended 31^st March, 2023.

FINANCIAL HIGHLIGHTS

The Company''s financial performance for the year as compared with the previous year is summarized below:

PARTICULARS	STANDALONE		CONSOLIDATED
Year ended	31st March, 2023	31stMarch, 2022	31stMarch, 2023	31stMarch, 2022
Income from operations	1091.68	1139.98	1109.97	1157.51
Profit/(Loss) before depreciation, finance cost, exceptional item and Tax	128.52	104.38	81.81	131.14
Profit/(Loss) before Tax and exceptional item	73.62	48.75	65.92	20.60
Tax Expenses	21.61	25.46	(1.53)	21.98
Profit / (Loss) after Tax	52.01	65.97	22.14	43.94
Earnings per share, on the face value of Re. 1/- each (in Rs.)	2.31	2.93	0.98	1.95
No. of shares	22.5440	22.5440	22.5440	22.5440

Standalone:

During the financial year 2022-23:

• Revenue from operations on standalone basis decreased to Rs. 1091.68 crores as against Rs. 1139.98 crores in the previous year - a
decrease of 4.24%.

• Cost of goods sold as a percentage to revenue from operations decrease to 68% as against 69% inthe previous year.

• Employee benefit expenses as a percentage to revenue from operations increased to 17.11% (Rs. 186.80 crores) as against 15.83%
(Rs. 180.45 crores) in the previous year.

• Finance Cost as a percentage to revenue from operations increased to 4.26% (Rs. 46.56 crores) as against 4.14% (Rs. 47.17 crores)
in the previous year.

• Profit before exceptional items and tax for the current year is Rs. 73.62 crores as against Rs. 48.75 crores in the previous year.

• Profit after tax for the current year is Rs. 52.01 crores as against Rs. 65.97 crores in the previous Year.

Consolidated:

During the financial year 2022-23:

• On a consolidated basis, the Group achieved revenue of Rs. 1109.97 crores as against Rs. 1157.51 crores - a decline of 4.28%.

• Profit before exceptional items and tax for the current year is Rs. 56.51 crores as against Rs. 27.32 crores in the previous year.

• Profit after tax for the current year is Rs. 22.14 crores as against loss of Rs. 43.94 crores in the previous year.

CONSOLIDATED FINANCIAL STATEMENTS

The Consolidated Financial Statements are prepared in accordance with Indian Accounting Standards (Ind AS) as per the Companies
(Indian Accounting Standards) Rules, 2015 notified under Section 133 of the Companies Act, 2013 and other relevant provisions of the
Companies Act, 2013. The Consolidated Financial Statements for the financial year ended 31^st March, 2023 forms part of the Annual
Report.

APPROPRIATIONS
a. DIVIDEND

Your Directors have not recommended any dividend for the financial year ended 31^st March, 2023.

UNPAID / UNCLAIMED DIVIDEND

Your Company does not have any unpaid or unclaimed dividend or share relating thereto which is required to be transferred to
the IEPF till the date of this report.

DIVIDEND DISTRIBUTION POLICY

According to Regulation 43A of the Listing Regulations, the Board has adopted a Dividend Distribution Policy, which had been
placed on the website of the Company and can be accessed at the link: https://www.blkashyap.com/DOC/Dividend-Distribution-
Policy.pdf

b. TRANSFER TO RESERVES

During the year under review, The Company is not proposing to transfer any amount to the General Reserves of the Company
out of the profits made during the year. The Company has added the entire available surplus to the brought forward balance of
Surplus as part of the Other Equity.

SHARE CAPITAL

The paid-up equity share capital of the Company as at 31^st March, 2023 stood at Rs. 22,54,40,000/- divided into 22,54,40,000 equity
share of Rs. 1 each. As on 31^st March, 2023, 99.99% of the total paid-up capital of the Company stands in the dematerialized form.

CHANGE IN NATURE OF BUSINESS

During the year under review, there is no change in the nature of business in which the Company operates.

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.

CREDIT RATING

As on date the CRISIL has upgraded the rating to ''CRISIL B-/Stable/CRISIL A4.

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.

PUBLIC DEPOSITS

The Company has not accepted any deposit under Section 73 of the Companies Act, 2013 during the year under review. No amount
on account of principal or interest on deposits from the public was outstanding as on 31^st March, 2023.

SUBSIDIARIES

We have four subsidiaries and two step sown subsidiaries as on 31^st March, 2023:

Name Status

B L K Lifestyle Limited Wholly-owned Subsidiary Company

Security Information Systems (India) Limited Wholly-owned Subsidiary Company

BLK Infrastructure Limited Wholly-owned Subsidiary Company

Soul Space Projects Limited Subsidiary Company

Soul Space Realty Limited Step Down Subsidiary Company

Soul Space Hospitality Limited Step Down Subsidiary Company

There has been no change in the number of subsidiaries/ step sown subsidiaries or in the nature of business of subsidiaries, during
the year under review.

None of the above subsidiaries/ step sown subsidiaries is a material Indian subsidiary since their turnover or net worth (i.e. paid-
up capital and free reserves) does not exceed 10% of the consolidated turnover or net worth respectively of the Company and its
subsidiaries in the immediately preceding financial year.

As per provisions of the Section 129 of the Companies Act, 2013 read with Companies (Accounts) Rule, 2014 a separate statement
containing the salient features of the financial statement of the subsidiary companies/associate companies/joint venture is prepared in
the Form AOC-1 and same is enclosed to this annual report.

The details of the policy on determining Material Subsidiary of the Company is available on Company''s website at
https://www.blkashyap.com/DOC/Policy Material Subsidiary.pdf
INTERNAL FINANCIAL CONTROLS AND SYSTEMS

Your Company has in place adequate financial control system and framework in place to ensure:

- The orderly and efficient conduct of its business;

- Safeguarding of its assets;

- The prevention and detection of frauds and errors;

- The accuracy and completeness of the accounting records; and

- The timely preparation of reliable financial information.

The Company has a clearly defined Policies, Standard Operating Procedures (SOP), financial & operation delegation of authority and
organizational structure for its business functions to ensure a smooth conduct of its business across the organization. Our ERP system
supports in processes standardization and their automation.

The Company''s internal control systems are well established and commensurate with the nature of its business and the size and
complexity of its operations. The Audit Committee reviews adequacy and effectiveness of the Company''s internal control environment
and monitors the implementation of audit recommendations. The recommendations/suggestions of the internal auditors are discussed
in the Audit Committee meetings periodically.

During the year, such controls were tested and no reportable materials weakness in the design or operation were observed.

RISK MANAGEMENT POLICY & IMPLEMENTATION

The Company has constituted a Risk Management Committee in financial year 2021-22. The Company has developed and adopted a
Risk Management Policy. This policy identifies all perceived risks which might impact the operations and on a more serious level also
threaten the existence of the Company.

Risks are assessed department wise such as Estimation Risk, Competition Risk, Raw Material Risk, Financial risks, Pandemic Risk,
Information technology related risks, Legal risks, Operational Risk etc. The Management also ensures that the Company is taking
appropriate measures to achieve prudent balance between risk and reward in both ongoing and new business activities.

The Company also takes adequate insurance to protect its assets.

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/DOC/Related Party Tran Policy.pdf

All related party transactions that were entered into during the financial year were on arm''s length basis and were in the
ordinary course of the business. During the year, the Company had not entered into any contract / arrangement / transaction with
related parties which could be considered material in accordance with the policy of the Company on materiality of related party
transactions.

Information on related party transactions pursuant to Section 134(3)(h) of the Companies Act, 2013 read with rule 8 (2) of the Companies
(Accounts) Rule, 2014 are given in Form AOC-2 as ''Annexure -A'' and the same forms part of this report.

Prior approval of the Audit Committee is obtained on a quarterly basis for the transactions which are of a foreseen and
repetitive nature. The transactions entered into pursuant to the approval so granted are audited and a statement giving
details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on
a quarterly basis.

Your Directors draw attention of the members to Note 31 to the financial statement which sets out related party disclosures.
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.

DIRECTORS AND KEY MANAGERIAL PERSONNEL
Appointments & Cessation of Directors

In accordance with the requirements of the Section 152 of the Companies Act, 2013, Mr. Vikram Kashyap, Director of the Company is
liable to retire by rotation at the Annual General Meeting and, being eligible, offer himself for reappointment at the ensuing Annual
General Meeting.

The re-appointment of Mr. Vinod Kashyap, Mr. Vineet Kashyap and M. Vikram Kashyap were approved by the Members at 33^rd
Annual General Meeting ("AGM") held on 30^th September, 2022.

The re-appointment of Mr. Vivek Talwar and Mr. Settihalli Basavaraj, Independent Directors of the Company were approved by the
Members at 33^rd Annual General Meeting ("AGM") held on 30^th September, 2022

Mr. Sharad Sharma (DIN 05160057), Nominee Director of the Company has resigned and ceased to be a Director of the Company
effective close of business hours of 31^st May, 2022.

Key Managerial Personnel

As on the date of this report, the following are Key Managerial Personnel ("KMPs") of the Company as per Sections 2(51) and 203 of
the Act:

a) Mr. Vinod Kashyap, Whole Time Director

b) Mr. Vineet Kashyap, Managing Director

c) Mr. Vikram Kashyap, Whole time Director

d) Mr. Manoj Agarwal, Chief Financial Officer

e) Mr. Pushpak Kumar, VP & Company Secretary

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, Risk Management Committee and Executive 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/notification issued by the Government from time to time.

Pursuant to the requirements of Schedule IV to the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, a separate meeting of the Independent Directors of the Company was also held on 11^th February, 2023, without the
presence of Non-Independent Directors and members of the management, to review the performance of Non-Independent Directors
and the Board as a whole, the performance of the Chairperson of the company, taking into account the views of Executive Directors,
Non-Executive Non-Independent Directors and also to assess the quality, quantity and timeliness of flow of information between the
Company management and the Board.

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.

PERFORMANCE EVALUATION

Pursuant to the provisions of Section 134(3), Section 149(8) and Schedule IV of the Act read with Listing Regulations, Annual
Performance Evaluation of the Board, the Directors as well as Committees of the Board has been carried out. The performance
evaluation of all the Directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board,
details of which are provided in the Corporate Governance Report. The properly defined and systematically structured questionnaire
was prepared after having considered various aspects and benchmarks of the Board''s functioning, composition of the Board and its
Committees, performance of specific duties, obligations and governance. The performance evaluation of the Independent Directors
was carried out by the entire Board and the performance evaluation of the Chairman and Non-Independent Directors was carried
out by the Independent Directors in their separate meeting. The Board of Directors expressed their satisfaction with the evaluation
process.

DECLARATION BY INDEPENDENT DIRECTORS

As on 31^st March, 2023, Mr. H.N. Nanani, Justice C.K. Mahajan (Retd.), Mr. Vivek Talwar, Mr. Settihalli Basavaraj and Ms. Poonam
Sangha were Independent Directors on the Board.

The Company has received declaration from the Independent Directors that they meet the criteria of independence as prescribed
u/s 149(6) of the Companies Act, 2013. In the opinion of the Board, they fulfill the condition for appointment/ re-appointment as an
Independent Directors on the Board. Further, in the opinion of the Board, the Independent Directors also possess the attributes of
integrity, expertise and experience as required to be disclosed under Rule 8(5) (iiia) of the Companies (Accounts) Rules, 2014.

In terms of Regulation 25 (8) of SEBI (LODR) Regulations, 2015 the Independent Directors have also confirmed that they are not
aware of any circumstance or situation, which exists or which may be reasonably anticipated, that could impair or impact their
ability to discharge their duties with an objective independent judgement and without any external influence. During the year
under report, the Independent Directors of the Company had no pecuniary relationship or transactions with the Company, except
to the extent of sitting fees and reimbursement of expenses incurred by them for the purpose of attending the meetings of the Board
and its committees.

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.

STATUTORY AUDITORS

In accordance with the provisions of the Companies Act, 2013 and Rules made thereunder M/s. Rupesh Goyal & Co., Chartered
Accountants (ICAI Firm Registration No. 021312N) were appointed as Statutory Auditors of the Company for a term of four years
from the conclusion of 31st Annual General Meeting held on September 30, 2020 until the conclusion of 35th Annual General Meeting
to be held in the year 2024.

The Auditors'' Report on the Financial Statements of the Company for the Financial Year 2022-23 to the Members is part of Annual
Report. There are no qualifications, reservations or adverse remarks or disclaimers requiring any explanation in their report.

There have been no instances of frauds reported by the Auditors under Section 143 (12) of the Act and the Rules framed thereunder,
either to the Company or to the Central Government.

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 and remuneration
payable to 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, 2024. The Company has received their written consent that the appointment is in accordance with
the applicable provisions of the Companies Act, 2013 and rules framed thereunder. As per the statutory requirement, the requisite
resolution for ratification of remuneration of the Cost Auditors by the members of the Company has been set out in the Notice
convening 34^th AGM of the Company.

SECRETARIAL AUDITORS

Pursuant to provisions of section 204 of the Companies Act, 2013 the Board has appointed M/s. Dhananjay Shukla & Associates,
Company Secretaries, to undertake the Secretarial Audit of the Company for the financial year ended on 31^st March, 2023. The
Secretarial Audit Report for the financial year ended 31^st March, 2023 is annexed herewith and marked as "Annexure-B". There are no
qualifications or adverse remarks or disclaimers in the said report.

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 CSR Committee comprising Mr. H.N. Nanani 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/DOC/CSR Policy.pdf

Annual Report on CSR activities as required under the Companies Corporate Social Responsibility Policy Rules, has been annexed to
this Report as "Annexure C" which forms an integral part of this report.

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.

The procedure of "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. No personnal has been
denied access to the audit committee pertaining to the Whistle Blower Policy.

The policy on vigil mechanism and Whistle Blower Policy may be accessed on the Company''s website at https://www.blkashyap.
com/DOC/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 employees have confirmed compliance with the Code.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and the
rules made thereunder, your Company has formulated an internal policy on Sexual Harassment of Women at Workplace (Prevention,
Prohibition & Redressal).

The policy aims at educating employees on conduct that constitutes sexual harassment, ways and means to prevent occurrence of any
such incident, and the mechanism for dealing with such incident in the unlikely event of occurrence.

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the said Act. There
have been no complaints of sexual harassment received during the year.

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 has taken suitable measures for conservation of energy. The core activity of the company is civil construction that is not
an energy intensive activity. At every possible level Company is trying to conserve the use of energy i.e. power & fuel.

There is no information to be furnished regarding Technology Absorption as your Company has not undertaken any research and
development activity in any manufacturing activity nor any specific technology is obtained from any external sources, which needs to
be absorbed or adopted. Innovation is a culture in the Company to achieve cost efficiency in the construction activity to be more and
more competitive in the prevailing environment that cannot be quantified.

While there was no Foreign Currency earning during the year under review, the Foreign Currency outgo was Rs. 27.79 Lakhs.
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 highest value on ensuring the safety of its employees, labours, third parties and visitors. At each of our project
sites, it is ensured that safe work practices are followed and environment is protected. Every possible measure is taken to protect
environment and ensure occupational health and safe working places for its employees. Our constant and collective efforts for ensuring
accident-free operations, fail proof risk management and a cleaner, safer environment have paid rich dividends over the decades,
leading to better growth opportunities and enhanced trust. The Company has been accredited with OHSAS 14001:2015 certification,
which reinforces & is benchmark for the quality of safety standard and practices which are regularly been used at project sites.

PARTICULARS OF EMPLOYEES

The information as per Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 is appended as Annexure- D to the Board''s Report. In terms of the provisions of Section 197(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, a
statement showing the names of employees and other particulars of the top ten employees and employees drawing remuneration in
excess of the limits as provided in the said rules will be provided upon request. However, in terms of provisions of the first proviso to
Section 136(1) of the Companies Act, 2013, the Annual Report is being sent to the members of the Company excluding the aforesaid
information. The said information is available for inspection at the Registered Office of the Company during working hours and any
member interested in obtaining such information may write to the Company Secretary and the same will be furnished on request.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standard of Corporate Governance and adhere to the Corporate Governance
requirements set out by SEBI.

The report on Corporate Governance as stipulated under Listing Regulations forms an integral part of this Annual Report.

The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as
stipulated under the Listing Regulations is appended to the Corporate Governance Report. A Certificate of the CEO and CFO of the
Company in terms of Regulation 17(8) of the Listing Regulations is also annexed.

MANAGEMENT DISCUSSION AND ANALYSIS

In terms of the provisions of Regulations 34 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, the
Management''s Discussion and Analysis is presented in a separate section forming part of this Annual report.

THE DETAIL OF APPLICATION MADE /PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE,
2016

No Corporate Insolvancy resolution process were initiated against the Company under the Insolvency and Bankruptcy Code, 2016
during the year under review.

ANNUAL RETURN

Pursuant to Section 92(3) & 134(3)(a) of the Act, the Annual Return for FY 2022-23 is uploaded on the website of the Company and can
be accessed at https://www.blkashyap.com/investor-relations/.

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 Financial Institutions,
Bankers, and Government Authorities, Regulatory Authorities, Stock Exchanges & Joint Ventures Partners/ Associates.

The Board also wishes to place on record its appreciation of the continued support from Client, Vendors and Investors during the
year. We place on record our appreciation of the contribution made by employees at all levels. Our efforts at consolidating our
position would not have been possible but for their hard work, solidarity cooperation and support. The Board expects to continue to
receive their continued support and cooperation in future also.

For and on behalf of the Board of Directors of
B.L. Kashyap and Sons Limited

Place: New Delhi (Vinod Kashyap) (Vineet Kashyap)

Dated: 09^th August, 2023 Chairman Managing Director

DIN: 00038854 DIN: 00038897

---

Mar 31, 2018

Dear Members,

The Directors are pleased to present before you the 29 th Annual Report on the business and operations of the Company, together with the audited financial statements for the financial year ended 31st March, 2018.

FINANCIAL HIGHLIGHTS

The Company’s financial performance during the year as compared with the previous year is summarized below:

Amount (Rs. In Crores)

PARTICULARS	STANDALONE		CONSOLIDATED
Year ended	31st March, 2018	31st March, 2017	31st March, 2018	31st March, 2017
Income from operations	936.68	889.49	1012.79	925.36
Profit/(Loss) before Tax	65.92	18.98	31.44	(6.16)
Tax Expenses	16.93	6.34	6.11	(11.14)
Profit / (Loss) after Tax	48.99	12.63	25.32	4.96
Earnings per share, on the face value of Rs. 1/- each (in ‘)	2.31	0.61	1.20	0.24
No. of shares	21.5440	20.5440	21.5440	20.5440

OPERATIONS REVIEW Standalone:

The Company is pleased to report operating efficiency across the project sites enhanced during the year and led to improved profitability. During the financial year 2017-18, the company has registered total revenue of Rs. 936.68 Crores as compared to Rs. 889.49 Crores in the previous year representing an increase of 5%.

Profit after tax was Rs. 48.99 Crores in FY 2017-18 against profit of Rs. 12.63 Crores in FY 2016-17 representing an increase of 287.88%. Consolidated:

The consolidated total income from operation of the Company for the current financial year is Rs. 1012.79 Crores as against Rs. 925.36 Crores in the previous year representing an increase of 9.45%

The consolidated profit after tax was Rs. 25.32 Crores in FY 2017-18 against profit of Rs. 4.96 Crores in FY 2016-17.

Completed Projects

During the year under review, the Company has executed contractual projects covering an area of approx. 8 million square feet in 20 cities.

Ongoing Projects

The Company currently has 26 ongoing contractual projects located in 11 cities aggregating to approx. 17 million square feet under various stages of construction.

The Company has a geographic presence in 11 cities and 9 states across India.

APPROPRIATIONS:

a. DIVIDEND

Your Directors have not recommended any dividend for the financial year ended 31st March, 2018.

b. TRANSFER TO RESERVES

For the year under review, Company has added the entire available surplus to the brought forward balance in ‘statement of Profit & loss’ no amount has been transferred to reserves.

SHARE CAPITAL

The paid-up equity share capital of the Company as at 31st March, 2017 stood at Rs. 20,54,40,000/- divided into 20,54,40,000 equity share of Rs. 1 each. During the year under review, your Company issued 1,00,00,000 equity shares . Thus, the share capital of the Company as on 31st March, 2018 stand at Rs. 21,54,40,000/- divided into 21,54,40,000 equity share of Rs. 1 each.

UPDATES ON CORPORATE DEBT RESTRUCTURING (CDR)

Further to the information furnished in the Directors’ Report for the financial year 2017-18, after successful implementation of Corporate Debt Restructuring (CDR) mechanism for restructuring of its debts, as approved by Corporate Debt Restructuring Empowered Group (“CDR EG”), the Company continues to comply with the terms and conditions of the CDR package.

Your Company is committed to honour its debt obligation in time and is maintaining cordial relations with lenders. The over dues in debt servicing are owing to delay in debtor realization. However, the Company is exploring other options and endeavoring for timely debt service obligations.

CHANGE IN NATURE OF BUSINESS

There is no change in the nature of business of the Company during the Financial Year 2017-18.

MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments in the business operations of the Company from the financial year ended 31st March, 2018 to the date of signing of the Director’s Report.

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.

FIXED DEPOSITS

The Company has not accepted any deposit under Section 73 of the Companies Act, 2013 during the year under review.

SUBSIDIARIES

We have four subsidiaries and two step down subsidiaries as on 31st March, 2018:

Name Status

B L K Lifestyle Limited Wholly-owned Subsidiary Company

Security Information Systems (India) Limited Wholly-owned Subsidiary Company

BLK Infrastructure Limited Wholly-owned Subsidiary Company

Soul Space Projects Limited Subsidiary Company

Soul Space Realty Limited Step Down Subsidiary Company

Soul Space Hospitality Limited Step Down Subsidiary Company

There has been no change in the number of subsidiaries/ step down subsidiaries or in the nature of business of subsidiaries, during the year under review.

None of the above subsidiaries/ step sown subsidiaries is a material non-listed Indian subsidiary since there turnover or net worth (i.e. paid-up capital and free reserves) does not exceed 20% of the consolidated turnover or net worth respectively, of the Company and its subsidiaries in the immediately preceding financial year.

As per provisions of the Section 129 of the Companies Act, 2013 read with Companies (Accounts) Rule, 2014 a separate statement containing the salient features of the financial statement of the subsidiary companies/associate companies/joint venture is prepared in the Form AOC-1 and same is enclosed to this report as ‘Annexure -A’.

INTERNAL FINANCIAL CONTROLS AND SYSTEMS

Your Company has in place adequate financial control system and framework in place to ensure:

- The orderly and efficient conduct of its business;

- Safeguarding of its assets;

- The prevention and detection of frauds and errors;

- The accuracy and completeness of the accounting records; and

- The timely preparation of reliable financial information.

During the year, such controls were tested and no reportable materials Weakness in the design or operation were observed.

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: http://www.blkashyap.com/doc/Related_Party_Tran_Policy.pdf

All related party transactions that were entered into during the financial year were on arm’s length basis and were in the ordinary course of the business. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

Information on related party transactions pursuant to Section 134(3)(h) of the Companies Act, 2013 read with rule 8 (2) of the Companies (Accounts) Rule, 2014 are given in Form AOC-2 as ‘Annexure -B’ and the same forms part of this report.

Prior approval of the Audit Committee is obtained on a quarterly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis.

Your Directors draw attention of the members to Note 29 to the financial statement which sets out related party disclosures.

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.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Company’s Act, 2013 Mr. Vinod Kashyap, Directors of the Company will retire by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for re-appointment.

During the year under review the board of directors at its meeting held on 9th August, 2017 appointed Mr. Vivek Talwar, as an additional director in the category of Independent with effect from that date. This appointment have further approved by the shareholders at the Annual General Meeting of the company held on 29th September, 2017.

Based on the Recommendation of the Nomination and Remuneration Committee, the board of Directors at its meeting held on 12th September 2017, appointed Mr. Settihali Basavaraj, as an additional director (Non-Executive Independent ) of the company w.e.f. 30th September 2017. Pursuant to the provisions of the section 161 of the companies act 2013, Mr. Settihali Basavaraj, hold office till the date of ensuing Annual General Meeting and is eligible for appointment. A resolution in this behalf is set out at item no. 3, of the notice of AGM , for members approval.

NUMBER OF 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 Six 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.

COMMITTEES OF THE BOARD

The Board has five committees viz; Audit Committee, Nomination and Remuneration Committee, Stakeholders’ Relationship Committee, Corporate Social Responsibility Committee and Executive 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.

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.

BOARD EVALUATION

Provisions of Section 134(3)(p) of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, mandate that the Board shall monitor and review the Board evaluation framework. According to this framework, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit Committee, Nomination & Remuneration Committees. The manner in which such performance evaluation was carried out is as under:

The performance evaluation framework is in place to seek the response of Directors on the evaluation of the entire board and individual directors. The Nomination and Remuneration Committee carries out evaluation of Director’s performance.

The performance of the Board and Individual Directors was evaluated by the Board seeking input from all Directors. The performance of Committees was evaluated by the Board seeking input from the Committee Members. The Nomination and Remuneration Committee reviews the performance of the Individual Directors. A separate meeting of the Independent Directors was also held to review the performance of non-independent Directors; performance of the Board as a whole and performance of the Chairman of the company, taking into account the views of executive as well as non-executive Directors.

The criteria of evaluation of Board includes mechanism for evaluating its performance and as well as that of its Committees and individual Directors, including the Chairman of the Board is based on the criteria laid down by Nomination and Remuneration Committee which includes attendance, contribution at the meetings and otherwise, independent judgement, adherence to Code of Conduct and business ethics, monitoring of regulatory compliance, risk management and review of internal control system, etc.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of Companies Act, 2013 and Regulation 16 of the Listing Regulations.

AUDITOR’S REPORT

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.

COST AUDITORS

The Board has appointed M/s. Sanjay Gupta & Associates, Cost Accountants as the cost auditors for conducting the audit of cost records of the Company for the financial year 2017-18. The Cost Audit Report for Financial Year 2017-18 would be filed with the Central Government within the stipulated time period.

SECRETARIAL AUDITOR

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed Sharma Jain & Associates, a firm of company Secretaries in practice to undertake the Secretarial Audit of the Company for the financial year ended on 31st March, 2018.

SECRETARIAL AUDIT REPORT

As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial audit report. There were no qualifications, reservations or adverse remarks made by the Practicing Company Secretary in their report. The Secretarial Audit report is annexed herewith as “Annexure-C”

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 CSR Committee comprising Mr. H.N. Nanani as the Chairman and Mr. Vinod Kashyap, Mr. Vineet Kashyap and Mr. Vikram Kashyap as other members.

The average net profits calculated as per provisions of Section 198 of the Companies Act, 2013 for of the preceding three (3) financial years being negative, the Company was not under any obligation to spend any amount on CSR for Financial Year 2017-18.

The CSR Policy is available on our website at: http://www.blkashyap.com/doc/CSR_Policy.pdf

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 http://www.blkashyap. com/doc/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 employees have confirmed compliance with the Code.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and the rules made thereunder, your Company has formulated an internal policy on Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal).

The policy aims at educating employees on conduct that constitutes sexual harassment, ways and means to prevent occurrence of any such incident, and the mechanism for dealing with such incident in the unlikely event of occurrence.

The Internal Complaints Committee is responsible for redressal of complaints related to sexual harassment of women at the workplace in accordance with procedures, regulations and guidelines provided in the Policy.

During the year under review, there were no complaints pertaining to sexual harassment.

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.

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

The particulars relating to Conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo as required under section 134(3)(m) read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is below:

(A) Conservation of Energy

At every possible level Company is trying to conserve the use of energy i.e. power & fuel.

(B) Technology absorption, Adoption and Innovation

There is no information to be furnished regarding Technology Absorption, adoption and innovation.

(C) Foreign exchange earnings and out go

While there was no Foreign Currency earning during the year under review, the Foreign Currency outgo was Rs. 17.41 Lacs.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of the Section 124 of the Companies Act, 2013 the unclaimed Dividend amount aggregating to Rs. 25072/pertaining to the financial year ended on 31st March 2010, lying with the company for period of seven years were transferred by the Company, during the year 2017-18 to the Investor Education and Protection Fund.

Pursuant to the provisions of Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rule, 2016, the Company has uploaded the details of unpaid and unclaimed dividend amounts lying with the Company as on 29th September, 2017 (date of last Annual General Meeting) on the Company’s website (www.blkashyap.com), as also on the Ministry of Corporate Affairs’ website.

Pursuant to the provisions of 124 and 125 of the Companies Act, 2013 and the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rule, 2016 (“Rule”) all shares on which dividend has not been paid or claimed for seven consecutive years or more shall be transferred to the DEMAT Account of the IEPF Authority after complying with the procedure laid down under the Rules.

ACCREDITATION

Your company continues to enjoy ISO 9001:2008, ISO 14001:2004 and OHSAS 18001:2007 accreditation, for meeting international standards of Quality, Environmental, Occupational Health and Safety Management Systems.

HEALTH AND SAFETY

The Company places highest value on ensuring the safety of its employees, labours, third parties and visitors. At each of our project sites, it is ensured that safe work practices are followed and environment is protected. Every possible measure is taken to protect environment and ensure occupational health and safe working places for its employees. Our constant and collective efforts for ensuring accident-free operations, fail proof risk management and a cleaner, safer environment have paid rich dividends over the decades, leading to better growth opportunities and enhanced trust. The Company has been accredited with OHSAS 18001:2007 certification, which reinforces & is benchmark for the quality of safety standard and practices which are regularly been used at 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:

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. H.N. Nanani	-
Justice C.K. Mahajan (Retd.)	-
Mr. Naresh Laxman Singh Kothari	-
Ms. Poonam Sangha	-
Mr. Sharad Sharma	-
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	10.46 times
Mr. Vineet Kashyap	10.46 times
Mr. Vikram Kashyap	10.46 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	Nil
Mr. Vineet Kashyap	Nil
Mr. Vikram Kashyap	Nil
Mr. Manoj Agarwal ‘CFO’	14%
Mr. Pushpak Kumar ‘CS’	15%

c. The percentage increase in the median remuneration of employees in the financial year: 11%

d. The number of permanent employees on the rolls of Company: 1235

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:

- No increment has been given to the managerial personnel during the financial year 2017-18.

- Remuneration to executive directors was paid during FY 2017-18 in terms of applicable provisions 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. The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate ‘Annexure-D’ forming part of this report.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standard of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI.

The report on Corporate Governance as stipulated under Listing regulations forms an integral part of the Annual Report.

The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance forms part of the corporate governance report.

MANAGEMENT DISCUSSION AND ANALYSIS

In terms of the provisions of Regulations 34 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, the Management’s Discussion and Analysis is set out in this Annual Report.

EXTRACT OF ANNUAL RETURN:

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended 31st March 2018 made under the provisions of Section 92(3) of the Act is attached as ‘Annexure E’ which forms part of this Report and the same is disclosed on the website of the company and can be accessed at http://www.blkashyap.com/investor-relations/

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.

SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meeting of the Board of Directors’ and ‘General Meeting’ respectively, have been duly complied by the Company.

REPOTING OF FRAUDS

There was no instance of fraud during the year under review, which required this statuary auditors to report to the audit committee and / or board under sedition 143(12) of the Act and rules made thereunder.

ACKNOWLEDGEMENTS

Your directors would like to express their gratitude for the support, assistance and cooperation received from the Financial Institutions, Bankers, and Government Authorities, Regulatory Authorities, Stock Exchanges, Joint Ventures Partners/ Associates.

The Board also wishes to place on record its appreciation of the continued support from Client, Vendors and Investors during the year. We place on record our appreciation of the contribution made by employees at all levels. Our efforts at consolidating our position would not have been possible but for their hard work, solidarity cooperation and support. The Board expects to continue to receive their continued support and cooperation in future also.

For and on behalf of the Board of Directors of

B.L. KASHYAP AND SONS LIMITED

Place : New Delhi (VINOD KASHYAP) (VINEET KASHYAP)

Dated : 13.08.2018 CHAIRMAN MANAGING DIRECTOR

DIN: 00038854 DIN: 00038897

---

Mar 31, 2017

Directors'' Report

To the Members,

The Directors take pleasure in presenting the 28^th Annual Report on the business and operations of the Company, together with the audited accounts for the financial year ended 31^st March, 2017.

FINANCIAL HIGHLIGHTS

Your Company''s standalone & consolidated performance during the year as compared with the previous year is summarized below:

Amount (Rs, In Crores)

PARTICULARS	STANDALONE		CONSOLIDATED
Year Ended	31st March, 2017	31st March, 2016	31st March, 2017	31st March, 2016
Income from operations	889.49	841.69	907.61	860.30
Other Income	22.16	27.36	17.91	23.86
Total Income	911.65	869.05	925.52	884.16
Total Expenditure	821.31	793.48	854.15	813.23
Finance Cost	75.66	74.95	79.94	82.04
Profit/(Loss) before Tax& Exceptional items	14.69	0.61	(8.57)	(11.10)
Exceptional items	1.00	0.42	1.00	0.42
Profit/(Loss) before Tax	13.69	0.19	(9.57)	(11.52)
Tax Expenses	6.88	0.76	3.68	(5.52)
Profit / (Loss) after Tax	6.79	0.95	(13.25)	(6.00)
Extra Ordinary Items/prior period expenses	-	-
Net Profit / (Loss) for the year	6.79	0.95	(13.25)	(6.00)
Earnings per share, on the face value of Re. 1/- each (in Rs,)	0.33	0.05	(0.64)	(0.29)
No. of shares	205440000	205440000	205440000	205440000

OPERATIONS REVIEW STANDALONE

The Company is pleased to report operating efficiency across the project sites enhanced during the year and led to improved profitability. During the financial year 2016-17, the company has registered total revenue of Rs, 889.49 Crores as compared to Rs, 841.69 Crores in the previous year representing an increase of 5.67%.

Correspondingly total expenditure excluding finance cost was higher by 3.50% from Rs, 793.48 Crores in 2015-16 to Rs, 821.31 Crores in 2016-17.

Profit before tax, exceptional and extraordinary items was Rs, 14.69 Crores in 2016-17 against profit of Rs, 0.61 Crores in 2015-16 and Profit after tax was Rs, 6.79 Crores in 2016-17 against Profit of Rs, 0.95 Crore in 2015-16.

The Net Worth of the Company has marginally increased to Rs, 439.06 Crores as at the end of the current year from ?432.26 Crores as at the end of the previous year.

CONSOLIDATED

The consolidated total income of the Company for the current financial year is Rs, 907.61 Crores as against Rs, 860.30 Crores in the previous year. The Company on consolidated basis has made a net Loss after minority interest and extra ordinary items of Rs, 13.24 Crores as against Rs, 6.00 Crores in the previous year.

The consolidated Net Worth of the Company has come down to Rs, 386.80 Crores as at the end of the current year from Rs, 399.05 Crores as at the end of previous year.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with provisions of Section 129 of Companies Act, 2013 read with Companies (Accounts) Rule 2014 and applicable Clauses of Listing Agreements with the Stock Exchanges and Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-23 on Accounting for Investment in Associates, the audited consolidated financial statement is provided in the Annual Report.

BUSINESS OUTLOOK

The prospects of the Company appear reasonably optimistic for a number of seasons.

The forecast for FY 2018 is expected to be better. A positive outlook of the spending on the Infrastructure and implementation of GST

may give boost to the Economy. The demand for commercial real estate across the country is getting stronger and is witnessing a sustained momentum as corporate entities consolidate and expand operations following a positive economic scenario.

Further Expansion strategies by occupiers in ecommerce, healthcare and technology space are expected to increase in the overall occupancy levels. The growing office demand is expected to outstrip supply in technology sector driven markets such as Pune, Bengaluru, and Hyderabad.

APPROPRIATIONS A. DIVIDEND

Your Directors have not recommended any dividend for the financial year ended 31st March, 2017.

B. TRANSFER TO RESERVES

During the current year, no amount has been transferred to reserves.

C. OPERATIONAL OVERVIEW Completed Projects

During the year under review, the Company has executed contractual projects covering an area of approx. 8.90 million square feet in 20 cities

Ongoing Projects

The Company currently has 25 ongoing contractual projects located in 12 cities aggregating to approx.. 17.00 million square feet under various stages of construction.

The Company has geographic presence in 20 cities and 14 states across India.

UPDATES ON CORPORATE DEBT RESTRUCTURING (CDR)

Further to the information furnished in the Directors'' Report for the financial year 2015-16, after successful implementation of Corporate Debt Restructuring (CDR) mechanism for restructuring of its debts, as approved by Corporate Debt Restructuring Empowered Group ("CDR EG"), the Company continues to comply with the terms and conditions of the CDR package.

Your Company is committed to honour its debt obligation in time and is maintaining cordial relations with lenders. The over dues in debt servicing are owing to delay in Debt realization. However, the Company is exploring other options and endeavoring for timely debt service obligations.

FUTURE PROSPECTS

With the restructuring of its debt and implementation of the approved CDR package your Company is on the path to turn its operations towards profitability. Your Company has been extremely fortunate to have full support of its employees, lenders and customers during the financial stressed period and all efforts are being made to keep this support intact.

CHANGE IN NATURE OF BUSINESS

There is no change in the nature of business of the Company.

MATERIAL CHANGES AND COMMITMENTS

There is no Material changes and commitments in the business operations of the Company from the financial year ended 31st March, 2017 to the date of signing of the Director''s Report.

FIXED DEPOSITS

The Company has not accepted any deposit under Section 73 of the Companies Act, 2013 during the year under review.

SUBSIDIARIES

We have four subsidiaries and two step down subsidiaries as on 31st March, 2017:

NAME STATUS

BLK Lifestyle Limited Wholly-owned Subsidiary Company

Security Information Systems (India) Limited Wholly-owned Subsidiary Company

BLK Infrastructure Limited Wholly-owned Subsidiary Company

Soul Space Projects Limited Subsidiary Company

Soul Space Realty Limited Step Down Subsidiary Company

Soul Space Hospitality Limited Step Down Subsidiary Company

There has been no change in the number of subsidiaries/ step down subsidiaries or in the nature of business of subsidiaries, during the year under review.

None of the above subsidiaries/ step down subsidiaries is a material non-listed Indian subsidiary since there turnover or net worth (i.e. paid-up capital and free reserves) does not exceed 20% of the consolidated turnover or net worth respectively of the Company and its subsidiaries in the immediately preceding financial year.

As per provisions of the Section 129 of the Companies Act, 2013 read with Companies (Accounts) Rule, 2014 a separate statement containing the salient features of the financial statement of the subsidiary companies/associate companies/joint venture is prepared in the Form AOC-1 and same is enclosed to this report as ''Annexure -A''.

INTERNAL FINANCIAL CONTROLS AND SYSTEMS

Your Company has in place adequate financial control system and framework in place to ensure:

- The orderly and efficient conduct of its business;

- Safeguarding of its assets;

- The prevention and detection of frauds and errors;

- The accuracy and completeness of the accounting records; and

- The timely preparation of reliable financial information.

During the year, such controls were tested and no reportable material weakness in the design or operation were observed.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arm''s length basis and were in the ordinary course of the business. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

Information on related party transactions pursuant to Section 134(3)(h) of the Companies Act, 2013 read with rule 8 (2) of the Companies (Accounts) Rule, 2014 are given in Form AOC-2 as ''Annexure -B'' and the same forms part of this report.

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:

http://www.blkashyap.com/DOC/Related_Party_Tran_Policy.pdf

Prior approval of the Audit Committee is obtained on a quarterly basis for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the approval so granted are audited and a statement giving details of all related party transactions is placed before the Audit Committee and the Board of Directors for their approval on a quarterly basis.

Your Directors draw attention of the members to Note 3.2.2 to the financial statement which sets out related party disclosures.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, the Director confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed and there is 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.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Company''s Act, 2013 Mr. Vikram Kashyap, Director of the Company will retire by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for re-appointment.

During the year under review Mr. Sharad Sharma was appointed as Nominee Director with effect from 27th December, 2016. NUMBER OF 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.

COMMITTEES OF THE BOARD

The Board has five committees viz; Audit Committee, Nomination and Remuneration Committee, Stakeholders'' Relationship Committee, Corporate Social Responsibility Committee and Executive 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.

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.

BOARD EVALUATION

Provisions of Section 134(3)(p) of the Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, mandate that the Board shall monitor and review the Board evaluation framework. According to this framework, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit Committee, Nomination & Remuneration Committees. The manner in which such performance evaluation was carried out is as under:

The performance of the Board and Individual director was evaluated by the Board seeking input from all Director. The performance of Committees was evaluated by the Board seeking input from the Committee Members. The Nomination and Remuneration Committee reviews the performance of the Individual Director. A separate meeting of the Independent Directors was also held to review the performance of non-independent Directors; performance of the Board as a whole and performance of the Chairman of the company, taking into account the views of executive as well as non-executive Directors.

The criteria of evaluation of Board includes mechanism for evaluating its performance and as well as that of its Committees and individual Director, including the Chairman of the Board was based on the criteria laid down by Nomination and Remuneration Committee which includes attendance, contribution at the meetings and otherwise, independent judgment, adherence to Code of Conduct and business ethics, monitoring of regulatory compliance, risk management and review of internal control system, etc.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence laid down in Section 149(6) of Companies Act, 2013 and Regulation 16 of the SEBI (LODR) 2015.

AUDITORS

M/s. Sood Brij & Associates, Chartered Accountants, Statutory Auditors of the Company hold office till the conclusion of the ensuing Annual General Meeting (AGM) and their term (transition period) of 3 years is expiring at the ensuing AGM.

Accordingly, as per the requirements of Section 139(2) of the Companies Act, 2013 (''the Act''), M/s. Maheshwari & Sharad, Chartered Accountants (Firm Registration No.015513N) are proposed to be appointed as auditors for a period of 5 years commencing from the conclusion of the 28th AGM till the conclusion of the 33rd AGM, subject to ratification by shareholders every year, as may be applicable, in place of M/s. Sood Brij & Associates, Chartered Accountants.

M/s. Maheshwari & Sharad, Chartered Accountants, have consented to the said appointment, and confirmed that their appointment, if made, would be within the limits specified under Section 141(3)(g) of the Act. They have further confirmed that they are not disqualified to be appointed as statutory auditors in terms of the provisions the Act and the provisions of the Companies (Audit and Auditors) Rules, 2014. The Audit Committee and the Board of Directors recommend the appointment M/s. Maheshwari & Sharad, Chartered Accountants, as statutory auditors of the Company from the conclusion of the 28th AGM till the conclusion of the 33rd AGM, to the shareholders.

AUDITOR''S REPORT

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.

COST AUDITORS

The Board has appointed M/s. Sanjay Gupta & Associates, Cost Accountants as the cost auditors for conducting the audit of cost records of the Company for the financial year 2016-17. The Cost Audit Report for Financial Year 2016-17 would be filed with the Central Government within the stipulated time period.

SECRETARIAL AUDITOR

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed Sharma Jain & Associates, a firm of Company Secretaries in practice to undertake the Secretarial Audit of the Company for the financial year ended on 31st March, 2017.

SECRETARIAL AUDIT REPORT

As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial audit report.

There was no qualifications, reservations or adverse remarks made by the Secretarial Auditor in their report.

The Secretarial Audit report is annexed herewith as "Annexure-C"

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.

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 http://www.blkashyap. com/doc/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 employees have confirmed compliance with the Code.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

As per the requirement of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 and the rules made there under, your Company has formulated an internal policy on Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal).

The policy aims at educating employees on conduct that constitutes sexual harassment, ways and means to prevent occurrence of any such incident, and the mechanism for dealing with such incident in the unlikely event of occurrence.

The Internal Complaints Committee is responsible for redressal of complaints related to sexual harassment of women at the workplace in accordance with procedures, regulations and guidelines provided in the Policy.

During the year under review, there were no complaints referred to the Committee.

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 provisions of Section 134(m) of the Companies Act, 2013 do not apply to our Company.

At every possible level Company is trying to conserve the use of energy i.e. power & fuel.

While there was no Foreign Currency earnings during the year under review, the Foreign Currency outgo wasRs, 20.37 Lacs.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of the Section 124 of the Companies Act, 2013 relevant amount which remain unpaid or unclaimed for a period of seven years have been transferred by the Company, from time to time on due dates, to the Investor Education and Protection Fund.

Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on 29th September, 2016 (date of last Annual General Meeting) on the Company''s website (www.blkashyap.com), as also on the Ministry of Corporate Affairs'' website.

Pursuant to the provisions of 124 and 125 of the Companies Act, 2013 and the Investor Education and Protection Fund Authority (Accounting , Audit, Transfer and Refund ) Rule, 2016 ("Rule") all shares on which dividend has not been paid or claimed for seven consecutive years or more shall be transferred to the DEMAT Account of the IEPF Authority after complying with the procedure laid down under the Rules.

ACCREDITATION

Your company continues to enjoy ISO 9001:2008, ISO 14001:2004 and OHSAS 18001:2007 accreditation, for meeting international standards of Quality, Environmental, Occupational Health and Safety Management Systems.

HEALTH AND SAFETY

The Company places highest value on ensuring the safety of its employees, labours, third parties and visitors. At each of our project sites, it is ensured that safe work practices are followed and environment is protected. Every possible measure is taken to protect environment and ensure occupational health and safe working places for its employees. Our constant and collective efforts for ensuring accident-free operations, fail proof risk management and a cleaner, safer environment have paid rich dividends over the decades, leading to better growth opportunities and enhanced trust. The Company has been accredited with OHSAS 18001:2007 certification, which reinforces & is benchmark for the quality of safety standard and practices which are regularly been used at 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:

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. H.N. Nanani
Justice C.K. Mahajan (Retd.)
Mr. Naresh Laxman Singh Kothari
Ms. Poonam Sangha
Mr. Sharad Sharma

* No remuneration was paid to Non-executive directors except sitting fees.

^Executive directors	Ratio to median
	remuneration
Mr. Vinod Kashyap	600
Mr. Vineet Kashyap	600
Mr. Vikram Kashyap	600

* Remuneration to executive directors was paid under Part II, section II to the Schedule V of the Companies Act, 2013.

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	-
Mr. Vineet Kashyap	-
Mr. Vikram Kashyap	-
Mr. Manoj Agarwal ''CFO''	15.63%
Mr. Pushpak Kumar ''CS''	33.93%

- Remuneration to executive directors was paid under Part II, section II to the Schedule V of the Companies Act, 2013.

c. The percentage increase in the median remuneration of employees in the financial year: 11%

d. The number of permanent employees on the rolls of Company: 1070

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:

- No increment has been given to the managerial personnel during the Financial year 2016-17.

- Remuneration to executive directors was paid during FY 2016-17 under provisions of Part II, section II to the 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. The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate ''Annexure-D'' forming part of this report.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standard of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI.

The report on Corporate Governance as stipulated under SEBI (LODR) Regulations, 2015 forms an integral part of the Annual Report.

The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

In terms of the provisions of Regulations 34 of the SEBI (Listing Obligation and Disclosure Requirements) Regulations 2015, the Management''s Discussion and Analysis is set out in this Annual Report.

EXTRACT OF ANNUAL RETURN

Pursuant to the provisions of Section 134(3)(a) of the Companies Act, 2013, Extract of the Annual Return for the financial year ended 31st March 2017 made under the provisions of Section 92(3) of the Act is attached as ''Annexure E'' which forms part of this 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 CSR Committee comprising Mr. H.N. Nanani as the Chairman and Mr. Vinod Kashyap, Mr. Vineet Kashyap and Mr. Vikram Kashyap as other members.

The average net profits calculated as per provisions of Section 198 of the Companies Act, 2013 of the preceding three (3) financial years being negative, the Company was not under any obligation to spend any amount on CSR.

The CSR Policy is available on our website at http://www.blkashyap.com/DOC/CSR_Policy.pdf

The Annual Report on CSR activities is annexed herewith as "Annexure-F".

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 Financial Institutions, Bankers, and Government Authorities, Regulatory Authorities, Stock Exchanges, Joint Ventures Partners/ Associates.

The Board also wishes to place on record its appreciation of the continued support from Client, Vendors and Investors during the year. We place on record our appreciation of the contribution made by employees at all levels. Our efforts at consolidating our position would not have been possible but for their hard work, solidarity cooperation and support. The Board expects to continue to receive their continued support and cooperation in future also.

For and on behalf of the Board of Directors of

B.L. KASHYAP AND SONS LIMITED

Place: New Delhi (VINOD KASHYAP) (VINEET KASHYAP)

Dated : 09.08.2017 CHAIRMAN MANAGING DIRECTOR

DIN: 00038854 DIN: 00038897

---

Mar 31, 2015

To the Members,

The Directors are pleased to present the 26th Annual Report and the Company's audited accounts for the financial year ended 31st March, 2015.

FINANCIAL HIGHLIGHTS

Your Company's standalone performance during the year as compared with the previous year is summarized below:

Amount (Rs. In crores)

Year ended 31st March, 2015 31st March, 2014

Income from operations 807.58 1282.49

Other Income 37.37 28.01

Total Income 844.95 1310.50

Total Expenditure 836.22 1267.73

Finance Cost 75.32 92.26

Profit/(Loss) before Tax & Exceptional items (66.59) (49.49)

Exceptional items - 81.55

Frofit/(Loss) before Tax (66.59) (131.04)

Tax Expenses (14.20) (44.92)

Profit/(Loss) after Tax (52.39) (86.12)

Extra Ordinary Items/prior period expenses - -

Net Profit / (Loss) for the year (52.39) (86.12)

Earnings per share, on the face value of Re. 1 /- each (in Rs.) (2.55) (4.19)

No. of shares 205440000 205440000

STATE OF COMPANY AFFAIRS

During the financial year 2014-15, the company has on a standalone basis, registered total revenue of Rs. 807.58 Crores as compared to Rs. 1282.49 Crores in the previous year representing a decline of 37%. The decline is due to difficult macroeconomic environment which affect operations of your Company's clients & consequent impact on your Company.

Correspondingly total expenditure excluding finance cost was lower by 34% from Rs. 1267.73 Crores in 2013-14 to Rs. 836.22 Crores in 2014-15.

Loss before tax, exceptional and extraordinary items was Rs. 66.59 Crores in 2014-15 against Loss of Rs. 131.04 Crores in 2013-14 and Loss after tax was Rs. 52.39 Crores in 2014-15 against Loss of Rs. 86.12 Crores in 2013-14.

APPROPRIATIONS:

A. DIVIDEND

Your Directors have not recommended any dividend for the financial year ended 31st March, 2015 due to losses incurred during the year.

B. TRANSFER TO RESERVES

During the current year, no amount has been transferred to reserves.

OPERATIONAL OVERVIEW

Completed Projects

During the year under review, the Company has executed contractual projects covering an area of approx. 8.07 million square feet in 20 cities.

Ongoing Projects

The Company currently has 32 ongoing contractual projects located in 20 cities aggregating to approx. 29.44 million square feet under various stages of construction.

The Company has a geographic presence in 20 cities and 14 states across India.

CORPORATE DEBT RESTRUCTURING

The Construction industry has been facing many constraints in recent times due to lack of efficient and stable regime and policy, which has led to delay in project completion and project stage certification, which affects the payment release - the commonly used deferment strategy by the clients. This delay in payment by clients results in liquidity crisis for the industry / company which has percolated into delayed payments or defaults with suppliers / subcontractors/ banks /statutory authorities / employees.

Further the dip in sales was mainly due to delay in project schedule, cancellation of projects and drop in certification and claims. The material cost and subcontractor cost have increased, on account of lower sales and delayed payments to vendors resulting in higher cost of inputs. The delayed certification and release of payments had led to delay in execution, /unabsorbed overheads /cash crunch situation due to lower volumes and higher costs including finance costs. These factors have also led to invocation of some of Bank Guarantees.

In such a situation, most construction/infrastructure contractors and service providers in India are not only highly over-leveraged but also are facing severe financial strain. Such as your Company, had decided to re-align its debts through a formally recognized process of debt restructuring in the last fiscal year under the framework of Corporate Debt Restructuring (CDR).

The debt restructuring proposal of the Company was referred to the Corporate Debt Restructuring (CDR) Cell by State Bank of India. The restructuring under CDR inter-alia provides for financial restructuring through reduction in interest rates and appropriately designed repayments.

The CDR cell approved the package vide its letters dated 31st December 2014 giving certain terms and conditions for the business and financial restructuring including sharing of security among lenders.

Please refer to the relevant section in the Management's Discussions and Analysis Report for further details.

FUTURE PROSPECTS

With the restructuring of its debt and implementation of the package approval by the CDR Cell your Company believes that it will gradually be able to turn its operations towards profitability. Your Company has been extremely fortunate to have full support of its employees, lenders and customers during the financial stressed period and all efforts are being made to keep this support intact.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of the Section 205A(5) and 205C of the Companies Act, 1956, relevant amount which remain unpaid or unclaimed for a period of seven years have been transferred by the Company, from time to time on due dates , to the Investor Education and Protection Fund.

Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on 29th September, 2014 (date of last Annual General Meeting) on the Company's website (www.blkashyap.com), as also on the Ministry of Corporate Affairs' website.

CHANGE IN NATURE OF BUSINESS

There is no change in the nature of business of the Company.

MATERIAL CHANGES AND COMMITMENTS

There is no Material changes and commitments in the business operations of the Company from the financial year ended 31st March, 2015 to the date of signing of the Director's Report.

FIXED DEPOSITS

The Company has not accepted any deposit under Section 73 of the Companies Act, 2013 during the year under review.

SUBSIDIARIES

We have four subsidiaries and two step down subsidiaries as on 31st March, 2015:

NAME STATUS

BLK Lifestyle Limited Subsidiary Company

Security Information Systems (India) Limited Subsidiary Company

BLK Infrastructure Limited Subsidiary Company

Soul Space Projects Limited Subsidiary Company

Soul Space Realty Limited Step Down Subsidiary Company

Soul Space Hospitality Limited Step Down Subsidiary Company

There has been no change in the number of subsidiaries/ step down subsidiaries or in the nature of business of subsidiaries, during the year under review.

None of the above subsidiaries/ step sown subsidiaries is a material non-listed Indian subsidiary since there turnover or networth (i.e. paid-up capital and free reserves) does not exceed 20% of the consolidated turnover or net worth respectively, of the Company and its subsidiaries in the immediately preceding financial year.

As per provisions of the Section 129 of the Companies Act, 2013 read with Companies (Accounts) Rule, 2014 a separate statement containing the salient features of the financial statement of the subsidiary companies/associate companies/joint venture is prepared in the form AOC-1 and same is enclosed to this report as 'Annexure -A'.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

Information on related party transactions pursuant to Section 134 (3)(h) of the Companies Act, 2013 read with rule 8 (2) of the Companies (Accounts) Rule, 2014 are given in form AOC-2 as 'Annexure -B' and the same forms part of this report.

The Policy on materiality of related party transactions as approved by the Board may be accessed on the Company's website at the link: http://www.blkashyap.com/doc/RelatedPartyTranc/Policy.pdf

Your Directors draw attention of the members to Note 3.2.2 to the financial statement which sets out related party disclosures.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, the Board of directors, to the best of their knowledge and ability confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed and there is 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 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 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.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Company's Act, 2013 Mr. Vinod Kashyap, Directors of the Company will retire by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for re-appointment.

The Board of Directors, in compliance with the provision of Section 149 of the Companies Act, 2013, Clause 49 of the Listing Agreement and upon recommendation of Nomination and Remuneration committee, appointed Mr. Naresh Lakshman Singh Kothari and Ms. Poonam Sangha as Additional Directors of the Company, to hold office upto to date of forthcoming Annual General Meeting and are eligible to be appointed and Independent Directors of the Company. The Company has received notice in writing from members proposing their candidature as Director.

All independent directors have given declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and clause 49 of the Listing Agreement.

Your Board recommends their appointment/re-appointment.

Mr. P.S. Shenoy, Independent Director of the Company and Mr. Ashok Bansal, CFO of the Company has resigned with effect from 17th June, 2014 and 17th December, 2014 respectively. The Board places on record its appreciation for valuable contribution made by them during their tenure.

NUMBER OF MEETINGS OF THE BOARD

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

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit Committee, Nomination & Remuneration Committees. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

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 directors' report.

AUDIT COMMITTEE

The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report.

AUDITORS

M/s Sood Brij & Associates, Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

As required under Section 139 of the Companies Act, 2013, the Company has obtained a written consent from M/s Sood Brij & Associates, Chartered Accountants, to such appointment and also a certificate to the effect that their appointment, if made, would be in accordance with Section 139(1) of the Companies Act, 2013 and the rules made there under, as may be applicable.

The Board recommends the re-appointment of M/s Sood Brij & Associates, Chartered Accountants as Statutory Auditors.

AUDITOR'S REPORT

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

SECRETARIAL AUDIT

Pursuant to provisions of section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 the company has appointed Sharma Jain & Associates, a firm of Company Secretaries in practice to undertake the Secretarial Audit of the Company for the financial year ended on 31st March, 2015.

As required under section 204 (1) of the Companies Act, 2013 the Company has obtained a secretarial audit report.

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

The Secretarial Audit report is annexed herewith as "Annexure-C".

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

In accordance with the provisions of Section 135 of the Companies Act, 2013, the Company constituted a Corporate Social Responsibility Committee (CSR Committee) on 28th May, 2014. The details about the composition of CSR Committee, development and initiatives taken by the Company on CSR is annexed as "Annexure-F".

Due to losses in the past financial years no expenditure has been made by the Company, towards CSR activities.

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 in "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 Committee reports to the Audit Committee and the Board.

PREVENTION OF INSIDER TRADING

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 employees have confirmed compliance with the Code.

LISTING

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

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with provisions of Section 129 of Companies Act, 2013 read with Companies (Accounts) Rule 2014 and applicable Clauses of Listing Agreements with the Stock Exchanges and Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-23 on Accounting for Investment in Associates, the audited consolidated financial statement is provided in the Annual Report.

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

The provisions of Section 134(m) of the Companies Act, 2013 do not apply to our Company.

At every possible level Company is trying to conserve the use of energy i.e. power & fuel.

While there was no Foreign Currency earning during the year under review, the Foreign Currency outgo was Rs. 4.14 Lacs.

ISO CERTIFICATES

Your company is among the few Construction companies to be awarded the globally recognized prestigious ISO 9001:2008, ISO 14001:2004 and OHSAS 18001:2007 Certification, for meeting international standards of Quality, Environmental, Occupational Health and Safety Management Systems.

HEALTH AND SAFETY

The Company places highest value on ensuring the safety of its employees, labours, third parties and visitors. At each of our project sites, it is ensured that safe work practices are followed and environment is protected. Every possible measure is taken to protect environment and ensure occupational health and safe working places for its employees. Our constant and collective efforts for ensuring accident-free operations, fail proof risk management and a cleaner, safer environment have paid rich dividends over the decades, leading to better growth opportunities and enhanced trust. The Company has been accredited with OHSAS 18001:2007 certification, which reinforces & is benchmark for the quality of safety standard and practices which are regularly been used at 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:

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. H.N. Nanani -

Justice C.K. Mahajan (Retd.) -

Mr. Naresh Lakshman Singh Kothari -

Ms. Poonam Sangha -

* No remuneration was paid to Non-executive directors except sitting fees.

Executive directors Ratio to median remuneration

Mr. Vinod Kashyap -

Mr. Vineet Kashyap -

Mr. Vikram Kashyap -

* No remuneration was paid to Executive directors

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 % increase in remuneration in the financial year and Company Secretary

Mr. Vinod Kashyap -

Mr. Vineet Kashyap -

Mr. Vikram Kashyap -

Mr. Ashok Bansal (upto 17 December, 2014) 'CFO' -

Mr. Pushpak Kumar 'CS' -

c. The percentage increase in the median remuneration of employees in the financial year: NA

d. The number of permanent employees on the rolls of Company: 1402

e. The explanation on the relationship between average increase in remuneration and Company performance:

No increment has been given to the employees in general and managerial personnel during the Financial year 2014-15.

f. Comparison of the remuneration of the key managerial personnel against the performance of the Company:

*Aggregate remuneration of key managerial personnel (KMP) 36.92 in FY15 (Rs. Lakhs)

Revenue (Rs. Lakhs) 80758.31

$Remuneration of KMPs (as % of revenue) 0.04

Profit/(Loss) before Tax (PBT) (Rs. Lakhs) (6659.49)

"Remuneration of KMP (as % of PBT) NA

* No remuneration was given to executive directors $ includes remuneration of CFO and CS only.

g. Variations in the market capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year:

Particulars March 31,2015 March 31,2014 % Change

Market Capitalization (Rs. Lakhs) 27939 11710 138%

*Price Earnings Ratio (0) (0) (0)

* Price Earnings Ratio for FY 2013-14 and 2014-15 was in negative.

h. Percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer:

Particulars March 31,2015 *March 17,2006(IPO) % Change

Market Price (BSE) 13.70 68.50 (80%)

Ivlarket Price (NSE) 13.60 68.50 (80%)

*Adjusted for 1:1 bonus issue and split of shares from Rs. 10 to Rs. 1.

i. 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 increment has been given to the employees in general and managerial personnel during the Financial year 2014-15.

j. Comparison of each remuneration of the key managerial personnel against the performance of the Company:

Mr. Vinod Mr. Vineet Mr. Vikram Mr. Ashok Mr. Pushpak Kashyap, Kashyap Kashyap (Jt. Bansal *(CFO) Kumar (Chairman) (Managing Managing (Company Director) Director) Secretary)

Remuneration in FY15 (Rs. Lakhs) NIL NIL NIL 22.89 14.03

Revenue (Rs. Lakhs) 80758.31

Remuneration as % of revenue NIL NIL NIL 0.028 0.017

Profit before Tax (PBT) (Rs. Lakhs) (6659.49)

Remuneration as % of PBT NIL NIL NIL NA NA

* till 17th December, 2014

k. The key parameters for any variable component of remuneration availed by the directors:

None.

1. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year:

None.

m. Affirmation that the remuneration is as per the remuneration policy of the Company:

The Company affirms that remuneration is as per the remuneration policy of the Company.

n. The statement containing particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate 'Annexure-D' forming part of this report.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standard of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI.

The report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under aforesaid Clause-49 is attached to this Report.

Further, the Company regularly submits the quarterly Corporate Governance compliance report to Stock Exchanges and also uploads the same on its website.

MANAGEMENT DISCUSSION AND ANALYSIS

Management's Discussion and Analysis for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges is presented in a separate section forming part of the Annual Report.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure-E".

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 assistance and cooperation received from the Financial Institutions, Bankers, and Government Authorities, Regulatory Authorities, Stock Exchanges, Joint Ventures Partners/ Associates.

The Board also wishes to place on record its appreciation of the continued support from Client, Vendors and Investors during the year. We place on record our appreciation of the contribution made by employees at all levels. Our efforts at consolidating our position would not have been possible but for their hard work, solidarity cooperation and support.

For and on behalf of the Board of Directors of

B.L. KASHYAP AND SONS LIMITED

Place : New Delhi Vinod Kashyap Vineet Kashyap

Dated: 14th August, 2015 Chairman Managing Director

DIN:00038854 DIN:00038897

---

Mar 31, 2014

Dear members,

The Directors are pleased to present the 25th Annual Report and the Company''s audited accounts for the financial year ended 31st March, 2014.

FINANCIAL RESULTS

Your Company''s stand-alone performance during the year as compared with the previous year is summarized below:

Amount (Rs. In crores)

Year ended 31st March, 2014 31st March, 2013

Income from operations 1282.49 1508.32

Other Income 28.01 37.73

Total Income 1310.50 1546.05

Total Expenditure 1267.73 1441.83

Finance Cost 92.26 98.72

Profit/(Loss) before (49.49) 5.51 Tax & Exceptional items

Exceptional items 81.55 (2.24)

Profit/(Loss) before Tax (131.04) 7.75

Provision for Tax (51.64) (0.66)

Profit / (Loss) after Tax (79.39) 8.41

Extra Ordinary Items/prior 6.72 - period expenses

Net Profit / (Loss) for the year (86.12) 8.41

Earnings per share, on (4.19) 0.41 the face value of Rs. 1 each (in Rs.)

No. of shares 205440000 205440000

FINANCIAL REVIEW

During the year 2013-14 your Company''s total turnover was Rs. 1282 Crores as against Rs. 1508 Crores during the previous year reflecting a decline of 15% on due to difficult macroeconomic environment which affect operations of your Company''s clients & consequent impact on your Company.

Correspondingly total expenditure excluding finance cost was lower by 12% from Rs. 1441.83 Crores in 2012-13 to Rs. 1268 Crores in 2013-14.

Loss before exceptional and extraordinary items was Rs. 49.49 Crores in 2013-14 against profit of Rs. 5.51 Crores in 2012-13 and Loss after tax (including exceptional and extraordinary item/prior period expenses) was Rs. 86.12 Crores in 2013-14 against profit of Rs. 8.41 Crores in 2012-13.

APPROPRIATIONS:

A. DIVIDEND

In view of the losses, the Board of Directors do not recommend any dividend.

B. TRANSFER TO RESERVES

During the current year, no amount has been transferred to reserves.

FIXED DEPOSITS

The Company has not accepted any deposit under Section 58-A of the Companies Act, 1956 during the year under review.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

During the year, your directors have constituted the Corporate Social Responsibility Committee (CSR Committee) comprising Mr. H. N. Nanani as the Chairman and Mr. Vinod Kashyap, Mr. Vineet Kashyap and Mr. Vikram Kashyap as other members.

The said Committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities, if any.

SUBSIDIARIES

We have four subsidiaries and two step down subsidiaries as on 31st March, 2014:

NAME STATUS

B L K Lifestyle Limited Subsidiary Company

Security Information Systems Subsidiary Company (India) Limited

BLK Infrastructure Limited Subsidiary Company

Soul Space Projects Limited Subsidiary Company

Soul Space Realty Limited Step Down Subsidiary Company

Soul Space Hospitality Limited Step Down Subsidiary Company

In accordance with the General Circular issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Statement of Profit and Loss and other documents of the subsidiary companies are not being attached with the Balance Sheet of the Company. However, the financial information of the subsidiary companies is disclosed in the Annual Report in compliance with the said circular. The Company will provide a copy of separate annual accounts in respect of each of its subsidiary to any shareholder of the Company who asks for it and the said annual accounts will also be kept open for inspection at the Registered Office of the Company and that of the respective subsidiary companies.

DIRECTORS

In accordance with the provisions of the Companies Act, 2013 Mr. Vikram Kashyap, Directors of the Company will retire by rotation at the forthcoming Annual General Meeting and being eligible, offer himself for re-appointment.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, the Director confirm that:

(i) in the preparation of the annual accounts for the year ended 31st March, 2014, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same

(ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable so as to give a true view of the state of affairs of the Company as at 31st March, 2014 and of the Loss of the Company for the year ended on that date;

(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, 1956 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.

LISTING

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

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-23 on Accounting for Investment in Associates, the audited consolidated financial statement is provided in the Annual Report.

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

As the Company does not carry on any manufacturing activity, the particulars relating to conservation of energy & technology absorption required by the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 has not been stated.

At every possible level Company is trying to conserve the use of energy i.e. power & fuel.

While there was no Foreign Currency earning during the year under review, the Foreign Currency outgo was Rs. 1.65 Crores.

ISO CERTIFICATES

Your company is among the few Construction companies to be awarded the globally recognized prestigious ISO 9001:2008, ISO 14001:2004 and OHSAS 18001:2007 Certification, for meeting international standards of Quality, Environmental, Occupational Health and Safety Management Systems.

HEALTH AND SAFETY

The Company places highest value on ensuring the safety of its employees, labours, third parties and visitors. At each of our project sites, it is ensured that safe work practices are followed and environment is protected. Every possible measure is taken to protect environment and ensure occupational health and safe working places for its employees. Our constant and collective efforts for ensuring accident-free operations, fail proof risk management and a cleaner, safer environment have paid rich dividends over the decades, leading to better growth opportunities and enhanced trust. The Company has been accredited with OHSAS 18001:2007 certification, which reinforces & is benchmark for the quality of safety standard and practices which are regularly been used at project sites.

PARTICULARS OF EMPLOYEES

The details of employees drawing remuneration as prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, during the Financial Year 2013-14 are set out in annexure to the Directors'' Report.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standard of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI.

The report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under aforesaid Clause-49 is attached to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Annual Report also contains a separate section on Management Discussion and Analysis.

AUDITORS

M/s Sood Brij & Associates, Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

As required under Section 139 of the Companies Act, 2013, the Company has obtained a written consent from M/s Sood Brij & Associates, Chartered Accountants, to such appointment and also a certificate to the effect that their appointment, if made, would be in accordance with Section 139(1) of the Companies Act, 2013 and the rules made there under, as may be applicable.

The Board recommends the re-appointment of M/s Sood Brij & Associates, Chartered Accountants as Statutory Auditors.

AUDITORS'' REPORT

The Auditors'' Report to the members on the Accounts of the Company for the financial year ended 31st March, 2014 does not contain any qualification.

The Notes on Accounts referred to in the Auditors'' Report are self-explanatory and therefore do not require further explanation.

GREEN INITIATIVE IN THE CORPORATE GOVERNANCE

In view of the ''''Green Initiative in Corporate Governance'''' introduced by the Ministry of Corporate Affairs vide its circular no. 17/2011 dated 21.04.2011, all members who are holding shares of the Company in physical mode, are requested to register their e-mail IDs with the Company or Registrar & Transfer Agent , so as to enable the Company to send all notices/ Reports /documents/ intimations and other correspondences etc. through e-mails, in the electronic mode instead of receiving physical copies of the same.

Members holding shares in demat mode, who have not registered their e-mail IDs with DPs, are also requested to register/ update their e-mail Ids with their DPs.

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.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of the Section 205A(5) and 205C of the Companies Act, 1956, relevant amount which remain unpaid or unclaimed for a period of seven years have been transferred by the Company, from time to time on due dates , to the Investor Education and Protection Fund.

Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on 21st September, 2013 (date of last Annual General Meeting) on the Company''s website: www.blkashyap.com. as also on the Ministry of Corporate Affairs'' website.

ACKNOWLEDGEMENTS

Your directors would like to express their gratitude for the assistance and cooperation received from the Financial Institutions, Bankers, and Government Authorities, Regulatory Authorities, Stock Exchanges, Joint Ventures Partners/ Associates.

The Board also wishes to place on record its appreciation of the continued support from Client, Vendors and Investors during the year. We place on record our appreciation of the contribution made by employees at all levels. Our efforts at consolidating our position would not have been possible but for their hard work, solidarity cooperation and support.

For and on behalf of the Board of Directors of B.L. KASHYAP AND SONS LIMITED

Place : New Delhi Vinod Kashyap Vineet Kashyap Dated : 28th May, 2014 Chairman Managing Director DIN:00038854 DIN:00038897

---

Mar 31, 2013

To the Members,

The Directors take pleasure in presenting their 24th Annual Report on business and operations of the Company together with the Audited Statement of Accounts of the Company for the Financial Year ended 31 March, 2013.

FINANCIAL RESULTS

Your Company''s stand-alone performance during the year as compared with the previous year is summarized below:

Amount (Rs. In crores)

Year ended 31 March, 2013 31 March, 2012

Income from operations 1508.32 1921.20

Other Income 38.81 45.65

Total Income 1547.13 1966.85

Total Expenditure 1541.62 1963.07

Proft before Tax & Exceptional Items 5.51 3.78

Exceptional items (2.24)

Provision for Tax (0.66) 2.19

Proft after Tax 8.41 1.59

Proft brought forward from previous year 247.68 247.29

Proft available for Appropriation 256.09 248.87

Less: Appropriations

Proposed Dividend 1.02 1.02

Dividend Tax 0.17 0.17

Proft Transferred to General Reserve

Balance carried forward to Balance Sheet 254.90 247.68

Earnings per share, on the face value of Rs. 1/- each (in Rs.) 0.41 0.08

No. of shares 205440000 205440000

FINANCIAL REVIEW

During the year 2012-13 your Company''s total turnover was Rs. 1508 Crores as against Rs. 1921 Crores during the previous year refecting a decline of 21% on due to diffcult macroeconomic environment which affected operations of your Company''s clients & consequent impact on your Company.

Correspondingly total expenditure was lower by 21% from Rs. 1963 Crores in 2011-12 to Rs. 1541 Crores in 2012-13.

Proft before Tax & Exceptional Items increased from Rs. 3.78 Crores as in 2011-12 to Rs. 5.51 Crores in 2012-13 and Proft after tax (including exceptional items) increased from Rs. 1.59 Crores in 2011-12 to Rs. 8.41 Crores in 2012-13.

APPROPRIATIONS

a. DIVIDEND

The Directors are pleased to recommend for your kind approval a dividend of Rs. 0.05 per equity share (Face Value of Rs. 1 each) for the fnancial year ended 31 March, 2013 aggregating to Rs. 1.02 Crores (Previous year Rs. 0.05 per equity share of face value of Rs. 1 each aggregating to Rs. 1.02 Crores).

b. TRANSFER TO RESERVES

During the current year, no amount has been transferred to reserves.

FIXED DEPOSITS

The Company has not accepted any deposit under Section 58-A of the Companies Act, 1956.

AUDITORS'' REPORT

The Notes on Accounts referred to in the Auditors'' Report are self-explanatory.

SUBSIDIARIES

We have four subsidiaries and two step down subsidiaries as on 31 March, 2013:

Name Status

B L K Lifestyle Limited Subsidiary Company

Security Information Systems (India) Limited Subsidiary Company

BLK Infrastructure Limited Subsidiary Company

Soul Space Projects Limited Subsidiary Company

Soul Space Realty Limited Step down Subsidiary Company

Soul Space Hospitality Limited Step down Subsidiary Company

As per Section 212 of the Companies Act, 1956, companies are required to attach the Directors'' report, Balance sheet and Proft & loss account of its subsidiaries. The Ministry of Corporate Affairs vide its Circular no. 2/2001 dated 8 February, 2011 has provided an exception, to companies from complying with section 212 provided such companies publish the audited consolidated fnancial statements in the Annual Report. The Annual Report for 2012-13 does not contain the fnancial statement of our subsidiaries and step down subsidiaries. The Audited Annual Accounts and related information of our subsidiaries and step down subsidiaries, where applicable will be made available upon request.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, the Directors confrm that:

(i) in the preparation of the annual accounts, the applicable accounting standards had been followed and that there are no material departures from the same;

(ii) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable so as to give a true view of the state of affairs of the Company as at 31 March, 2013 and of the Proft of the Company for the year ended on that date;

(iii) the Directors have taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 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.

LISTING

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

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-23 on Accounting for Investment in Associates, the Consolidated Financial Statements are provided in the Annual Report.

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

As the Company does not carry on any manufacturing activity, the particulars relating to conservation of energy & technology absorption required by the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 is not applicable.

While there was no Foreign Currency earning during the year under review, the Foreign Currency outgo was Rs. 0.22 Crores.

ISO CERTIFICATES

Your company is among the few Construction companies to be awarded the globally recognized prestigious ISO 9001:2008, ISO 14001:2004 and OHSAS 18001:2007 Certifcation, for meeting international standards of Quality, Environmental, Occupational Health and Safety Management Systems.

HEALTH AND SAFETY

The Company places highest value on ensuring the safety of its employees, labour, third parties and visitors. At each of our project sites, it is ensured that safe work practices are followed. Every possible measure is taken to protect environment and ensure occupational health and safe working for its employees. Our constant and collective efforts for ensuring accident-free operations, fail proof risk management and a cleaner, safer environment have paid rich dividends over the decades, leading to better growth opportunities and enhanced trust. The Company has been accredited with OHSAS 18001:2007 certifcation, which reinforces & is benchmark for the quality of safety standard and practices which are regularly used at project sites.

PARTICULARS OF EMPLOYEES

The details of employees drawing remuneration as prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, during the Financial Year 2012-13 are set out in annexure to the Directors'' Report.

DIRECTORS

In accordance with the provisions of the Company''s Act, 1956 and the Articles of Association of the Company, Mr. Vinod Kashyap and Mr. Vineet Kashyap, Directors of the Company will retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standard of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI.

The report on Corporate Governance as stipulated under Clause-49 of the Listing Agreement forms part of the Annual Report.

The requisite Certifcate from the Auditors of the Company confrming compliance with the conditions of Corporate Governance as stipulated under aforesaid Clause-49 is attached to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Annual Report also contains a separate section on Management Discussion and Analysis.

AUDITORS

M/s Sood Brij & Associates, Chartered Accountants, Auditors of the Company hold offce until the conclusion of the ensuing Annual General Meeting. The Company has received certifcate from the Auditors to the effect that their re-appointment, if made, would be within prescribed limit under Section 224(1-B) of the Companies Act, 1956.

The Board recommends the re-appointment of M/s Sood Brij & Associates, Chartered Accountants as Statutory Auditors.

GREEN INITIATIVE IN THE CORPORATE GOVERNANCE

In view of the ''''Green Initiative in Corporate Governance'''' introduced by the Ministry of Corporate Affairs vide its circular no. 17/2011 dated 21 April, 2011 all members who are holding shares of the Company in physical mode, are requested to register their e-mail IDs with the Company or Registrar & Transfer Agent , so as to enable the Company to send all notices/ Reports /documents/ intimations and other correspondences etc. through e-mails, in the electronic mode instead of receiving physical copies of the same.

Members holding shares in demat mode, who have not registered their e-mail IDs with DPs, are also requested to register/ update their e-mail Ids with their DPs.

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.

TRANSFER OF UNCLAIMED SHARE APPLICATION MONEY TO IEPF

Pursuant to section 205A(5) of the Companies Act, 1956, the share application money received in fnancial year 2005-06 which remain unclaimed for a period of 7 years have been transferred by the Company to Investor Education and Protection Fund (IEPF) established by the Central Government pursuant to section 205C of the said Act.

UNPAID AND UNCLAIMED DIVIDEND TO IEPF

For the purpose of benefting our shareholders who have not claimed dividend for the fnancial year 2005-06, which is due for transfer to IEPF on or after 15 September, 2013, we have sent separate letters requesting them once again to claim their unclaimed dividend amount for the said fnancial year. Such shareholders were requested to write to the Company Secretary/RTA for claiming their unpaid/ unclaimed dividend.

ACKNOWLEDGEMENTS

Your directors would like to express their gratitude for the assistance and cooperation received from the Financial Institutions, Bankers, and Government Authorities, Regulatory Authorities, Stock Exchanges, Joint Ventures Partners/ Associates.

The Board also wishes to place on record its appreciation of the continued support from Client, Vendors and Investors during the year. We place on record our appreciation of the contribution made by employees at all levels. Our efforts at consolidating our position would not have been possible but for their hard work, solidarity cooperation and support.

For and on behalf of the Board of Directors of

B.L. KASHYAP AND SONS LIMITED

Place : New Delhi Vinod Kashyap Vineet Kashyap

Dated : 13.08.2013 Chairman Managing Director

DIN:00038854 DIN:00038897

---

Mar 31, 2012

The Directors take pleasure in presenting their 23rd Annual Report on business and operations of the Company together with the Audited Statement of Accounts of the Company for the Financial Year ended 31st March, 2012.

FINANCIAL RESULTS

Your Company's stand-alone performance during the year as compared with the previous year is summarized below:

Amount (Rs. in Crores)

Year ended March 31, 2012 March 31, 2011

Income from operations 1921.20 1532.66

Other Income 48.35 46.62

Total Income 1969.54 1579.28

Total Expenditure 1965.74 1504.47

Profit before Tax 3.80 74.81

Tax Expenses 2.21 25.41

Profit after Tax 1.59 49.40

Profit brought forward from previous year 247.29 210.08

Profit available for Appropriation 248.88 259.48

Less: Appropriations

Proposed Dividend 1.02 2.05

Dividend Tax 0.17 0.34

Profit Transferred to General Reserve - 9.80

Balance carried forward to Balance Sheet 247.69 247.29

Earnings per share, on the face value of Re. 1/- each 0.08 2.04

No. of shares 205440000 205440000

FINANCIAL REVIEW

Your company achieved highest ever turnover during the financial year 2012 however, on account of increase in input and interest costs, the margins have declined, resulting in reporting of lower profit during the year.

The Revenue of the Company from operations including other income was Rs.1921.20 Crores as against Rs. 1532.66 Crores during the previous year showing a growth of over 25.35%.

Total expenditure increased by 30.66% from Rs. 1504.47 Crores as in 2010-11 to Rs. 1965.74 Crores in 2011-12.

Profit before tax decreased by 94.91% from Rs. 74.81 Crores as in 2010-11 to Rs. 3.80 Crores in 2011-12 and Profit after tax decreased by 96.79% from Rs.49.40 Crores in 2010-11 to Rs. 1.59 Crores in 2011-12.

APPROPRIATIONS:

a. DIVIDEND

The Directors are pleased to recommend for your kind approval a dividend of Rs. 0.05/- per Equity Share (Face Value of Re. 1/- each) for the financial year ended 31st March, 2012 aggregating to Rs. 1.02 Crores (Previous year Re. 1/- per Equity Share of face value of Rs. 1/- each aggregating to Rs. 2.05 Crores).

b. TRANSFER TO RESERVES

During the current year, no amount has been transferred to reserves.

FIXED DEPOSITS

The Company has not accepted any deposit under Section 58-A of the Companies Act, 1956 during the year under review.

AUDITORS' REPORT

The Notes on Accounts referred to in the Auditors' Report are self-explanatory and therefore do not require further explanation.

SUBSIDIARIES

We have four subsidiaries and two step sown subsidiaries as on 31st March, 2012:

Name Status

B L K Lifestyle Limited Subsidiary Company

Security Information Systems (India) Limited Subsidiary Company

BLK Infrastructure Limited Subsidiary Company

Soul Space Projects Limited Subsidiary Company

Soul Space Realty Limited Step Down Subsidiary Company

Soul Space Hospitality Limited Step Down Subsidiary Company

As per Section 212 of the Companies Act, 1956, Companies are required to attach the directors' report, balance sheet and profit & loss account of it's subsidiaries. The Ministry of Corporate Affairs vide its Circular no. 2/2001 dated February 8, 2011 has provided an exception, to companies from complying with section 212 provided such companies publish the audited consolidated financial statement in Annual Report. The Annual Report for 2011-12 does not contain the financial statement of our subsidiaries and step down subsidiaries. The Audited Annual Accounts and related information of our subsidiaries and step down subsidiaries, where applicable will be made available upon request.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, the Director confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards had been followed and that there are no material departures from the same;

(ii) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable so as to give a true view of the state of affairs of the Company as at 31st March, 2012 and of the Profit of the Company for the year ended on that date;

(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, 1956 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.

LISTING

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

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-23 on Accounting for Investment in Associates, the Consolidated Financial Statements are provided in the Annual Report.

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

As the Company does not carry on any manufacturing activity, the particulars relating to conservation of energy & technology absorption required by the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 has not been stated.

At every possible level Company is trying to conserve the use of electricity.

While there was no Foreign Currency earning during the year under review, the Foreign Currency outgo was Rs. 1.20 Crores.

ISO CERTIFICATES

Your company is among the few Construction companies to be awarded the globally recognized prestigious ISO 9001:2000, ISO 14001:2004 and OHSAS 18001:2007 Certification, for meeting international standards of Quality, Environmental, Occupational Health and Safety Management Systems.

HEALTH AND SAFETY

The Company places highest value on ensuring the safety of its employees, labours, third parties and visitors. At each of our project sites, it is ensured that safe work practices are followed and environment is protected. Every possible measure is taken to protect environment and ensure occupational health and safe working places for its employees. Our constant and collective efforts for ensuring accident-free operations, fail proof risk management and a cleaner, safer environment have paid rich dividends over the decades, leading to better growth opportunities and enhanced trust. The Company has been accredited with OHSAS 18001:2007 certification, which reinforces & is benchmark for the quality of safety standard and practices which are regularly been used at project sites.

PARTICULARS OF EMPLOYEES

The details of employees drawing remuneration as prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, during the Financial Year 2011-12 are set out in annexure to the Directors' Report.

DIRECTORS

In accordance with the provisions of the Company's Act, 1956 and the Articles of Association of the Company, Mr. P.S. Shenoy and Mr. Justice C.K. Mahajan (Retd.), Directors of the Company will retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standard of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI.

The report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under aforesaid Clause-49 is attached to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Annual Report also contains a separate section on Management Discussion and Analysis.

AUDITORS

M/s Sood Brij & Associates, Chartered Accountants, Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting. The Company has received certificate from the Auditors to the effect that their re-appointment, if made, would be within prescribed limit under Section 224(1-B) of the Companies Act, 1956.

The Board recommends the re-appointment of M/s Sood Brij & Associates, Chartered Accountants as Statutory Auditors.

ACKNOWLEDGEMENTS

Your directors would like to express their grateful appreciation for the assistance and cooperation received from the Financial Institutions, Bankers, and Government Authorities, Regulatory Authorities, Stock Exchanges, Joint Ventures Partners/ Associates.

The Board also wishes to place on record its gratitude to the Customers, Vendors and Investors for their continued support during the year. We place on record our appreciation of the contribution made by employees at all levels. All our efforts for sustaining the growth would not be possible but for their hard work, solidarity cooperation and support.

For and on behalf of the Board of Directors

B.L. KASHYAP AND SONS LIMITED

Place: New Delhi Vinod Kashyap Vineet Kashyap

Dated: 30th May, 2012 Chairman Managing Director

DIN: 00038854 DIN: 00038897

---

Mar 31, 2011

Dear Members,

The Directors take pleasure in presenting their 22nd Annual Report on business and operations together with the Audited Statement of Accounts of the Company for the Financial Year ended 31st March, 2011.

FINANCIAL RESULTS

Your Company's stand-alone performance during the year as compared with the previous year is summarized below:

(Rs. in Crores)

Year ended 31st March, 31st March, 2011 2010

Total Income from Operations 1532.67 1018.65

Other Income 46.62 34.75

Profit before Interest, Bank Charges

Depreciation & Taxes 159.91 119.00

Less :

Interest & Bank Charges 65.11 43.45

Depreciation 19.99 17.23

Profit before Tax 74.81 58.32

Provision for Tax

- Current 25.41 17.33

- Deferred Tax {(Assets)/Liability} 0.35 (0.88) -Wealth Tax 0.03 0.05

Profit after Tax 49.02 41.82

Add:

Prior Period Tax Adjustments 0.38 -

Profit brought forward from Previous Year 210.08 194.26

Profit available for Appropriation 259.48 236.08

Less: Appropriations

Proposed Dividend 2.05 2.05

Dividend Tax 0.33 0.35

Profit Transferred to General Reserve 9.80 23.6

Balance carried forward to Balance Sheet 247.29 210.08

#Earnings per share, on the face value of

Re. 1/- each 2.40 2.04

#No. of shares 205440000 205440000

#Note: Earnings per share and no. of share for year ended 31st March, 2010 has been reworked to give the effect of subdivision and bonus shares issued during the year ended 31st March, 2011.

FINANCIAL REVIEW

The year under review, the Company has recorded a considerable growth in turnover. The Revenue of the Company from operations including other income was Rs.1579.29 Crores as against Rs. 1053.40 Crores during the previous year showing a growth of over 49.92%.

Total expenditure increased by 51.19 % from Rs. 995.07 Crores as in 2009-10 to Rs. 1504.47 Crores in 2010-11.

Profit before tax increased by 28.28 % from Rs. 58.32 Crores as in 2009-10 to Rs. 74.81 Crores in 2010-11 and Profit after tax increased by 17.22 % from Rs.41.82 Crores in 2009-10 to Rs. 49.02 Crores in 2010-11.

APPROPRIATIONS:

a. DIVIDEND

The Directors are pleased to recommend for your kind approval a dividend of Rs. 0.10/- per Equity Share (Face Value of Re. 1/- each) for the financial year ended 31st March, 2011 on the enhanced Share Capital of the Company (Post Bonus Issue of Equity Share in the ratio 1:1) aggregating to Rs. 2.05 Crores (Previous year Re. 1/- per equity Share of face value of Rs. 5/- each aggregating to Rs. 2.05 Crores). The payout ratio of dividend (together with Dividend distribution tax) works out to 4.87% of the Net Profit after Tax.

b. TRANSFER TO RESERVES

We propose to transfer Rs. 9.80 Crores to the General Reserve and Rs.37.22 Crores is proposed to be retained in the Profit & Loss Account. The Cumulative balance of Profit & Loss account is Rs.247.29 Crores.

CHANGES IN SHARE CAPITAL

Pursuant to your approval at the 21st Annual General Meeting (AGM) of the Company held on 21st September, 2010, the Equity Share of the face value of Rs. 5/- each of the Company was sub-divided into 5 Equity Shares of Re. 1/- each.

To facilitate this sub-division shareholders were issued 5 Equity Share of Re.1/- each in lieu of 1 Equity Share of Rs.5/- each held by them as on the record date i.e. October 1, 2010.

The Authorised Share Capital of the Company stands increased from Rs. 15 Crores to Rs. 25 Crores. Paid up Share Capital of the Company was increased from Rs. 10.27 Crores to Rs. 20.54 Crores by issue and allotment of bonus shares in the ratio 1:1 by capitalizing Rs. 10.27 Crores from Share Premium Account.

FIXED DEPOSITS

The Company has not accepted any deposits under Section 58A of the Companies Act, 1956 during the year under review.

AUDITORS' REPORT

The Notes on Accounts referred to in the Auditors' Report are self-explanatory and therefore do not require further explanation.

SUBSIDIARIES

We have four subsidiaries and two step down subsidiaries as on 31st March, 2011:

Name Status

B L K Lifestyle Limited Subsidiary Company

Security Information Systems (India) Limited Subsidiary Company

BLK Infrastructure Limited Subsidiary Company

Soul Space Projects Limited Subsidiary Company

Soul Space Realty Limited Step Down Subsidiary Company

Soul Space Hospitality Limited Step Down Subsidiary Company

As per Section 212 of the Companies Act, 1956, Companies are required to attach the Directors' Report, Balance Sheet and Profit & Loss Account of it's Subsidiaries. The Ministry of Corporate Affairs vide its Circular no. 2/2011 dated February 8, 2011 has provided an exemptions, to companies from complying with section 212 provided such companies publish the Audited Consolidated Financial Statement in Annual Report. The Annual Report for 2010-11 does not contain the Balance Sheet, Profit & Loss Account, Directors’ & Auditors’ Report of our subsidiaries and step down subsidiaries. All above and related information of our subsidiaries and step down subsidiaries, where applicable will be made available upon request.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards had been followed and that there are no material departures from the same;

(ii) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable so as to give a true view of the state of affairs of the Company as at 31st March, 2011 and of the Profit of the Company for the year ended on that date;

(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, 1956 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.

LISTING

The Equity Shares of the Company are listed on Bombay Stock Exchange Limited and National Stock Exchange of India Limited.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with the Accounting Standard AS-21 on Consolidated Financial Statements read with Accounting Standard AS-23 on Accounting for Investment in Associates, the Consolidated Financial Statements are provided elsewhere in the Annual Report.

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

As the Company does not carry on any manufacturing activity, the particulars relating to conservation of energy & technology absorption required by the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 has not been stated.

At every possible level Company is trying to conserve the use of electricity.

While there was no Foreign Currency earnings during the year under review, the Foreign Currency outgo was Rs. 8.98 Crores.

ISO CERTIFICATES

Your Company is among the few Construction companies to be awarded the globally recognized prestigious ISO 9001:2000, ISO 14001:2004 and OHSAS 18001:2007 Certification, for meeting International Standards of Quality, Environmental, Occupational Health and Safety Management Systems.

HEALTH AND SAFETY

The Company places highest value on ensuring the safety of its employees, labours, third parties and visitors. At each of our project sites, it is ensured that safe work practices are followed and environment is protected. Every possible measure is taken to protect environment and ensure occupational health and safe working places for our employees. Our constant and collective efforts for ensuring accident-free operations, fail proof risk management and a cleaner, safer environment have paid rich dividends over the decades, leading to better growth opportunities and enhanced trust. The Company has been accredited with OHSAS 18001:2007 certification, which reinforces & is benchmark for the quality of safety standard and practices which are regularly been used at project sites.

PARTICULARS OF EMPLOYEES

The details of employees drawing remuneration as prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, during the Financial Year 2010-11 are set out in annexure to the Directors' Report.

DIRECTORS

In accordance with the provisions of the Company's Act, 1956 and the Articles of Association of the Company, Mr. Vikram Kashyap and Mr. H.N. Nanani, Directors of the Company will retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standard of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI.

The report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under aforesaid Clause-49 is attached to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Annual Report also contains a separate section on Management Discussion and Analysis.

AUDITORS

M/s Sood Brij & Associates, Chartered Accountants, Statutory Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting. The Company has received certificate from the Auditors to the effect that their re-appointment, if made, would be within prescribed limit under Section 224(1B) of the Companies Act, 1956.

The Board recommends the re-appointment of M/s Sood Brij & Associates, Chartered Accountants as Statutory Auditors.

ACKNOWLEDGEMENTS

Your directors would like to express their grateful appreciation for the assistance and cooperation received from the Financial Institutions, Bankers, and Government Authorities, Regulatory Authorities, Stock Exchanges, Joint Ventures Partners/ Associates.

The Board also wishes to place on record its gratitude to the Customers, Vendors and Investors for their continued support during the year. We place on record our appreciation of the contribution made by employees at all levels. All our efforts for sustaining the growth would not be possible but for their hard work, solidarity cooperation and support.

For and on behalf of the Board of Directors

Vikram Kashyap Vineet Kashyap Joint Managing Director Managing Director DIN: 00038937 DIN: 00038897

Place: New Delhi Dated: 12th August, 2011

---

Mar 31, 2010

The Directors take pleasure in presenting their21st Annual Report together with the Audited Statement of Accounts of the Company for the Financial Year ended 31st March, 2010.

FINANCIAL RESULTS (Rs.in Crores)

Year ended March 31, 2010 2009

Gross Sales / Total Income 1053.46 1482.47

Profit before Interest, Bank Charges, Depreciation & Tax 119.01 154.72

Less :

Interest 43.45 18.98

Depreciation 17.24 18.84

Profit before Tax 58.32 116.90

Provision for Tax

-Current 17.33 37.31

- Deferred Tax {(Assets) / Liability} (0.88) 0.24

- Fringe Benefit Tax 0 0.47

Wealth Tax 0.05 0.04

Profit after Tax 41.82 78.84

Less:

Prior Period Tax Adjustment - 0.80

Add:

Profit brought forward from previous year 194.26 140.42

Profit available for Appropriation 236.08 218.46

Less :

Proposed Dividend 2.05 2.05

Dividend Tax 0.35 0.35

Profit Transferred to General

Reserve 23.60 21.80

Balance carried forward to Balance Sheet 210.08 194.26

Earnings per share, on the face value of Rs.5/- each 20.36 37.98

No. of shares 20544000 20544000



FINANCIAL REVIEW

Revenue of the Company decreased by 28.93% from Rs. 1482.24 Crores in 2008-09 to Rs.1053.46 Crores in 2009-10. Other income increased by 72.58% to Rs.34.81 Crores in 2009-10, primarily due to Interest received on Inter Corporate Deposits (ICDs).Total expenditure reduced by 27.09 % from Rs. 1365.33 Crores in 2008-09 to Rs. 995.15 Crores in 2009-10. Profit before tax decreased by 50.11 % from Rs. 116.90 Crores in 2008-09 to Rs. 58.32 Crores in 2009-10 and Profit after tax decreased by 46.95 % to Rs. 41.82 Crores in 2009-10.

APPROPRIATIONS

DIVIDEND

The Directors are pleased to recommend for the approval of the members, a dividend of Re. 1/- (20%) per Equity Share of the face value of Equity Share of Rs. 5/- each (previous year Re.1/- per Equity Share of Rs. 5/- each), amounting to Rs. 2,05,44,000/- (previous year Rs 2,05,44,000/-) out of the current years profit on 2,05,44,000 Equity Shares of Rs. 5/-each.The payout ratio of dividend (together with Dividend distribution tax) works out to 5.75 % of the Net Profit After Tax.

TRANSFER TO RESERVES

We propose to transfer Rs. 23.60 Crores to the General Reserve and Rs. 15.82 Crores is proposed to be retained in the Profit & Loss Account. The Cumulative balance of Profit & Loss account is Rs. 210.08 Crores.

FIXED DEPOSITS

The Company has not accepted any deposit under Section 58-A of the Companies Act, 1956 during the year under review.

AUDITORSREPORT

The Notes on Accounts referred to in the Auditors Report are self-explanatory and therefore do not require further explanation.

SUBSIDIARY COMPANIES AND CONSOLIDATED FINANCIAL STATEMENTS

The Audited Balance Sheet as at 31st March, 2010 and Profit & Loss Accounts for the year ending as on that date together with the Reports of Directors and Auditors thereon of M/s Soul Space Projects Limited, M/s B L K Lifestyle Limited, M/s Security Information Systems (India) Limited, M/s BLK Infrastructure Limited the Subsidiary Companies and M/s Soul Space Realty Limited and M/s Soul Space Hospitality Limited the step down Subsidiary Companies are provided elsewhere in the Annual Report. Statement as required under Section 212 of the Companies Act, 1956 is also annexed herewith. The consolidated Balance Sheet of M/s B.L. KashyapAnd Sons Limited and its Subsidiary Companies and step down Subsidiary Companies for the Financial Year ended 31 st March, 2010 and Profit and Loss Account for the Financial Year ended on that date together with the Schedules is attached hereto.

DIRECTORSRESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards had been followed and that there are no material departures from the same;

(ii) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable so as to give a true view of the state of affairs of the Company as at March 31,2010 and of the Profit of the Company for the year ended on that date;

(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, 1956 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.

LISTING

The Equity Shares of the Company are listed on Bombay Stock Exchange Limited and National Stock Exchange of India Limited.

CONSOLIDATED FINANCIAL STATEMENTS

Your Directors have pleasure in attaching the Consolidated Financial Statements presented by your Company which form part of theAnnual Report.

PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS ANDOUTGO

As the Company does not carry on any manufacturing activity, the particulars relating to conservation of energy & technology absorption required by the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 has not been stated.

At every possible level Company is trying to conserve the use of electricity.

While there was no Foreign Currency earning during the year under review, the Foreign Currency outgo was Rs. 0.84 Crores.

ISO CERTIFICATE

Your company is among the few Construction companies to be awarded the globally recognized prestigious ISO 9001:2000, ISO 9001:2008, ISO 14001:2004 and OHSAS 18001:2007, Certification for meeting international standards of Quality, Environmental, Occupational Health and Safety Management Systems.

DOCUMENT MANAGEMENT SYSTEM DMS

The IT process at BLK is one of continuous improvement, In the past years, BLK standardized all its major applications across all locations on the Enterprise Resource Planning (ERP) i.e. Microsoft Dynamics Navision Software. In prolongation to its commitment towards environment protection, we are working on document management system i.e. DMS for storage and tracking of the documents on electronic media. DMS will eliminate the use of paperto a great extent.

HEALTH AND SAFETY

The Company places highest value on ensuring the safety of its employees, labours, third parties and visitors. At each of our project sites, it is ensured that safe work practices are followed and environment is protected. Every possible measure is taken to protect environment and ensure occupational health and safe working places for its employees. Our constant and collective efforts for ensuring accident-free operations, fail proof risk management and a cleaner, safer environment have paid rich dividends over the decades, leading to better growth opportunities and enhanced trust. The company has been accredited with OHSAS 18001 : 2007 Certificate which re- enforces and is benchmark for the quality of safety standard and practices which are regularly been used at project sites.

PARTICULARS OF EMPLOYEES

The details of employees drawing remuneration as prescribed under Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975 as amended, during the Financial Year 2009-10 are set out in annexure to the Directors Report.

DIRECTORS

In accordance with the provisions of the Companys Act, 1956 and the Articles of Association of the Company, Mr. Vinod Kashyap and Mr. Vineet Kashyap, Directors of the Company will retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS

Pursuant to clause 49 of the Listing Agreement with the Stock Exchanges, A report on Corporate Governance and Management Discussion and Analysis form part of this Annual Report. The Company is in full compliance with the requirements and disclosures that have to be made in this regard. The Auditors certificate confirming compliance of the Corporate Governance is attached to the Report on Corporate Governance.

AUDITORS

M/s Sood Brij & Associates, Chartered Accountants (Firm Registration No. 00350N), Auditors of the Company hold office until the conclusion of the ensuing Annual General Meeting. The Company has received certificate from the Auditors to the effect that their re appointment, if made, would be within prescribed limit under Section 224(1-B)of the Companies Act, 1956.

The Board recommends the re-appointment of M/s Sood Brij & Associates, Chartered Accountants as Statutory Auditors.

ACKNOWLEDGEMENTS

Your directors would like to express their grateful appreciation for the assistance and cooperation received from the Financial Institutions, Bankers, GovernmentAuthorities.

The Board also wishes to place on record its gratitude to the Customers, Vendors and Investors for their continued support during the year. We place on record our appreciation of the contribution made by employees at all levels. All our efforts for sustaining the growth would not be possible but for their hard work, solidarity cooperation and support. For and on behalf of the Board of Directors of B.L. Kashyap And Sons Limited

Place : New Delhi (Vinod Kashyap) (Vineet Kashyap)

Dated :7th August, 2010 Chairman Managing Director