DIRECTORS1 REPORT

To

The Members,

The Board of Directors are pleased to present the Company's 105th Annual Report together with the annual audited financial statements (standalone and consolidated) for the financial year ended March 31, 2018.

1. FINANCIAL HIGHLIGHTS

The Company's financial performance for the year ended March 31, 2018 is summarized below:

(Rs. In Lakhs except EPS)

2. FINANCIAL PERFORMANCE

A. Standalone

The gross turnover of your Company stood at Rs. 2,083.47 Lakhs for the year ended March 31, 2018 as against Rs. 2,313.06 Lakhs in the previous year. The Company made a net profit of Rs. 273.02 Lakhs for the year ended March 31, 2018 as compared to the net profit of Rs. 315.59 Lakhs in the previous year.

B. Consolidated

The consolidated turnover of your Co. was at Rs. 4,153.20 Lakhs as against Rs. 5,778.98 Lakhs in the previous financial year. The Company made a consolidated net profit of Rs. 159.65 Lakhs for the year ended March 31, 2018 as compared to the net profit of Rs. 321.53 Lakhs in the previous year.

3. WORKING RESULTS

Both the Gross turnover and the Profits have been lower than the previous year due to difficult business environment. Company is hopeful to perform better in future.

4. FUTURE OUTLOOK

Company is on a continuous lookout for better products for trading. In view of this, the Board is hopeful of better turnover & profitability.

5. DIVIDEND

In order to conserve the resources of the Company for future operations, your Directors regret their inability to recommend dividend for the year under review.

6. TRANSFER TO RESERVES

Your company has not proposed any amount to be transferred to Reserves out of the profits earned during the Financial Year 2017-2018.

7. SHARE CAPITAL OF THE COMPANY

The issued, subscribed and paid-up share capital of the Company stood at Rs. 25,500,000/- as at March 31, 2018 comprising of 25,50,000 Equity Shares of 10/- each fully paid-up. During the year under review, the Company has not issued any shares with differential voting rights or granted any stock options or sweat equity.

8. SUBSIDIARIES, ASSOCIATE COMPANIES & JOINT VENTURES

Brady & Morris Engg. Co. Ltd. (BME), the subsidiary of the Company, is in the business of manufacturing material handling Equipment's. BME has registered a gross income of Rs. 2604.67 Lakhs as compared to Rs. 4365.24 Lakhs in the previous year. The Net loss after tax for the year is Rs. 113.37 Lakhs as compared to Net profit after tax of Rs. 5.93 Lakhs in the previous year.

Pursuant to provisions of Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of the Company's Subsidiary Company in Form AOC-1 is attached herewith as Annexure "A" and forms part of this Report.

In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Audited Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company, www.whbrady.in Further, as per fourth proviso of the said section, Audited Annual Accounts of each of the Subsidiary Companies have also been placed on the website of the Company, www.brady.in Shareholders interested in obtaining a copy of the Audited Annual Accounts of the subsidiary company may write to the Company at the Company's registered office.

Your Company does not have any joint venture or associate companies within the meaning of Section 2(6) of the Companies Act, 2013.

9. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board at its Meeting held on August 3, 2018 re-appointed Mr. Pavan G. Morarka (DIN: 00174796) as a Chairperson and Managing Director of the Company for a period of three years with effect from January 1, 2019 to December 31, 2021 in accordance with the provisions of Sections 196, 197 and 203 read with Schedule "V" and all other applicable provisions of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time and subject to approval of members of the Company at the ensuing Annual General Meeting.

Pursuant to the provisions of the Companies Act, 2013, Mr. Kaushik D Shah and Mr. Pinaki Misra were appointed as Independent Directors to hold office for Five consecutive years for a term upto March 31, 2019 by the Members of the Company in the 101st Annual General Meeting held on September 27, 2014. Mr. Kaushik D Shah and Mr. Pinaki Misra are eligible for re-appointment as Independent Directors for a second term of Five (5) consecutive years.

Pursuant to the provisions of the Companies Act, based on the performance evaluation report and as per the recommendation of the Nomination and Remuneration Committee the Board has recommended the re-appointment of Mr. Kaushik D Shah and Mr. Pinaki Misra as Independent Directors for a second term of Five (5) consecutive years from April 1, 2019 to March 31, 2024 for the approval of the Members through a Special Resolution at the ensuing Annual General Meeting

During the year under review, based on the performance evaluation report and as per the recommendation of the Nomination and Remuneration Committee, the Board of Directors appointed Mr. Rajiv Kumar Bakshi, as an Independent Director of the Company for a second term of Five (5) consecutive years with effect from February 2, 2018 to February 1, 2023 subject to approval of members of the Company at the ensuing Annual General Meeting.

In accordance with the provisions of Section 152 (6) of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Vaibhav P. Morarka, Director of the Company, retires by rotation and, being eligible, offers himself for reappointment at the 105th Annual General Meeting of the Company scheduled to be held on September 29, 2018.

Ms. Paramita Mahapatra has resigned from the Company w.e.f. August 3, 2018.

Pursuant to provisions of Section 2(51) and Section 203 of the Companies Act, 2013 read with the Companies )Appointment and Remuneration of Managerial Personnel( Rules, 2014, Key Managerial Personnel of your Company are as below:

*Ms. Khushbu Desai resigned from close of working hours of February 10, 2018. #Ms. Khushmeeta Bafna appointed w.e.f. February 11, 2018.

10. DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

11. BOARD MEETINGS

The Board of Directors met Five (5) times in the financial year. Particulars of meetings held and attended by each Director are detailed in the Corporate Governance Report, which forms part of this Report.

12. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION

The Company's policy on Directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of Section 178 of the Act is available on Company's website: www.whbrady.in.

13. BOARD COMMITTEES

As on March 31, 2018, the Board had three Committees, viz,

1. Audit Committee ("AC")

2. Stakeholders' Relationship Committee ("SRC")

3. Nomination and Remuneration Committee ("NRC")

Details of all the Committees along with their composition, terms of reference and meetings held during the year are provided in Report on Corporate Governance.

14. BOARD EVALUATION

The annual evaluation process of the Board of Directors ("Board"), Committees and individual Directors was carried out in the manner prescribed as per the provisions of the Act, Guidance Note on Board Evaluation issued by Securities and Exchange Board of India on January 5, 2017 and as per the Corporate Governance requirements prescribed by SEBI Listing Regulations.

The performance of the Board, its Committees and individual Directors was evaluated by the Board seeking inputs from all the Directors. The performance of the Committees was evaluated by the Board seeking inputs from the Committee Members. The "NRC" reviewed the performance of the Board and individual Directors seeking inputs from all the Directors. A separate meeting of Independent Directors was also held on February 10, 2018 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 Managing Director / Executive Directors and Non-Executive Directors (excluding the director being evaluated). The Board meeting held on May 30, 2018 discussed the performance of the Board, its Committees and individual Directors.

The criteria for performance evaluation of the Board included aspects like Board composition and structure; effectiveness of Board processes, information and functioning, etc. The criteria for performance evaluation of Committees of the Board included aspects like composition and structure of the Committees, functioning of Committee meetings, contribution to decision of the Board, etc. The criteria for performance evaluation of the individual Directors included aspects on contribution to the Board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, integrity etc. In addition,the Chairman was also evaluated on the key aspects of his role.

15. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(3)(c) read with Section 134(5) of the Act with respect to Directors' Responsibility Statement, the Directors hereby confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards have been followed and that no material departures have been made in following the same;

(b) appropriate accounting policies have been selected and applied consistently and judgments and estimates made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit and loss of the Company for that period;

(c) proper and sufficient care for maintenance of adequate accounting records in accordance with the provisions of Act have been taken for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities, if any;

(d) the annual accounts have been prepared on a going concern basis;

(e) internal financial controls to be followed by the Company have been laid down and that such internal financial controls are adequate and were operating effectively; and

(f) proper systems have been devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

16. AUDITORS AND AUDIT REPORTS

A. STATUTORY AUDITORS

In accordance with Section 139 of the Companies Act, 2013 and the Companies (Audit and Auditors) Rules, 2014, the Members of the Company in its 104th Annual General Meeting held on September 23, 2017 approved the appointment of Mis. S. S. Rathi & Co., Chartered Accountants (Registration No.: 108726W), as the Statutory Auditors of the Company for a consecutive term of five years i.e. from the conclusion of 104th Annual General Meeting till the conclusion of 109th Annual General Meeting of the Company. The Company has obtained written confirmation from M/s. S. S. Rathi & Co., that their appointment for the financial year 2018-19 would be in conformity with the limits specified in the said Section.

The first proviso to section 139(1) of the Companies Act, 2013 has been omitted vide section 40 of the Companies (Amendment) Act, 2017 notified on May 7, 2018. Therefore, it is not mandatory for the Company to place the matter relating to appointment of statutory auditor for ratification by members at every Annual General Meeting. Hence the Company has not included the ratification of statutory auditors in the Notice of AGM.

The Report given by M/s. S. S. Rathi & Co., Chartered Accountants, on the financial statements of the Company for the financial year 2017-2018 forms part of the Annual Report.

The Auditors' Report is unmodified i.e. it does not contain any qualification, reservation or adverse remark or disclaimer.

B. INTERNAL AUDITORS

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, the Board of Directors on recommendation of the Audit Committee re-appointed M/s Himank Desai & Co. and M/s V V Kale & Co., Chartered Accountants as Internal Auditors to conduct Internal Audit of the functions and activities of the Company for the financial year 2018-19.

C. SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors on recommendation of the Audit Committee re-appointed M/s. GMJ & Associates, Company Secretaries to conduct the Secretarial Audit for the financial year 2018-19. The Company has annexed to this Report as Annexure"B", a Secretarial Audit Report given by the Secretarial Auditor.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

D. REPORTING OF FRAUDS BY AUDITORS

During the year under review, the Statutory Auditors and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under section 143(12) of the Companies Act, 2013, details of which needs to be mentioned in this Report.

17. PUBLIC DEPOSITS

During the year under review, the Company has not accepted any public deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

18. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Your Company has neither given any loans, guarantee or provided any security in connection with a loan nor made any investments covered under the provisions of Section 186 of the Companies Act, 2013 during the year under review.

19. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All Related Party Transactions entered during the year were in the Ordinary Course of Business and on arm's length basis. During the year under review, your Company has entered into Material Related Party Transactions, i.e. transactions exceeding ten percent of the annual consolidated turnover as per the last audited financial statements, with Brady & Morris Engg. Co. Ltd., a Subsidiary of your Company. These transactions too were in the Ordinary Course of Business of your Company and were at Arm's Length Basis, details of which, as required to be provided under section 134(3)(h) of the Companies Act, 2013 are disclosed in Form AOC-2 as Annexure "C" and forms part of this Report.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website www.whbrady.in.

20. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed analysis of your Company's performance is discussed in the Management Discussion and Analysis Report, which forms part of this Annual Report.

21. CORPORATE GOVERNANCE

Pursuant to the Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, corporate governance provisions are not applicable to your Company as the Company's paid up Equity Share Capital does not exceed Rs. 10 Crores and net worth does not exceed Rs. 25 Crores as on March 31, 2018.

A Voluntary Report on Corporate Governance as stipulated under Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Annual Report.

22. VIGIL MECHANISM

The Vigil Mechanism as envisaged in the Companies Act, 2013, the Rules prescribed thereunder and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is implemented through the Company's Whistle Blower Policy to enable the Directors, employees and all stakeholders of the Company to report genuine concerns, about unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct or Ethics Policy. The policy provides for adequate safeguards against victimisation of persons who use such mechanism and make provision for direct access to the Chairman of the Audit Committee.

Whistle Blower Policy of your Company is available on the Company's website www.whbrady.in. Further details are available in the Report on Corporate Governance that forms part of this Report.

During the financial year 2017-18, no cases under this mechanism were reported to the Company and/or to any of its subsidiaries.

23. THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment.

During the financial year 2017-18, no cases in the nature of sexual harassment were reported at any workplace of the Company or any of its subsidiaries.

24. CORPORATE SOCIAL RESPONSIBILITY(CSR)

Provisions relating to CSR enumerated under Section 135 of the Companies Act, 2013 are not applicable to your Company and accordingly, your Company does not have CSR policy.

25. RISK MANAGEMENT

The Company has a well-defined risk management framework in place with the objective to formalize the process of Identification of Potential risk and adopt appropriate risk mitigation measures. The Policy is a step by the Company towards strengthening the existing internal controls and updating the same as may be required from time to time.

The details of the risks faced by the Company and the mitigation thereof are discussed in detail in the Management Discussion and Analysis report.

26. INTERNAL FINANCIAL CONTROLS

Your Company has in place adequate internal financial controls with reference to the Financial Statements commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined by the Audit Committee. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board of Directors.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company.

Based on the results of such assessments carried out by Internal audit function, no reportable material weakness or significant deficiencies in the design or operation of internal financial controls was observed. Nonetheless your Company recognises that any internal control framework, no matter how well designed, has inherent limitations and accordingly, regular audits and review processes ensure that such systems are reinforced on an ongoing basis.

27. CODE OF CONDUCT

Your Company is committed to conducting its business in accordance with the applicable laws, rules and regulations and highest standards of business ethics. In recognition thereof, the Board of Directors has implemented a Code of Conduct for adherence by the Directors, Senior Management Personnel and Employees of the Company. This will help in dealing with ethical issues and also foster a culture of accountability and integrity. The Code has been posted on the Company's website www.whbrady.in.

All the Board Members and Senior Management Personnel comply with the Code.

28. CODE FOR PREVENTION OF INSIDER TRADING PRACTICES

The Company has adopted a code of conduct ('Code') for prevention of insider trading with a view to regulate, monitor and ensure reporting of trading by the Employees and Connected Persons designated on the basis of their functional role in the Company towards achieving compliance with the Regulations. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of the Company's shares by the Directors and Designated Persons while in possession of unpublished price sensitive information in relation to the Company or its securities. The Company has appointed the Company Secretary as the Compliance Officer to ensure compliance of the said Code by all the Directors, and employees likely to have access to unpublished price sensitive information and implementation of the same under the overall supervision of the Board of Directors of the Company.

29. PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197 read with Rule 5 (1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached herewith as Annexure "D" and forms part of this Report.

None of the employees of the Company fall within the purview of the information required under Section 197 read with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time. Therefore, no such details are required to be given.

30. EXTRACT OF ANNUAL RETURN

Pursuant to section 134(3)(a) and section 92(3) of the Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of the Annual Return as on 31st March, 2018 in Form No. MGT-9 is attached herewith as Annexure "E" and forms part of this Report.

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

The information pertaining to conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Companies Act, 2013, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is attached herewith as Annexure "F" and forms part of this Report.

32. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this Report.

33. INSURANCE

All the properties of the Company including Office Building, Plant & Machinery, Stocks, etc. are adequately insured.

34. SAFETY, HEALTH AND ENVIRONMENTAL PERFORMANCE

Your Company's commitment towards safety, health and environment is being continuously enhanced and persons working at all locations are given adequate training on safety and health. The requirements relating to various environmental legislations and environment protection have been duly complied with by your Company.

35. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS

During the financial year 2017-18, there were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

36. AFFIRMATION ON COMPLIANCE WITH SECRETARIAL STANDARDS

The Board of Directors of the Company has affirmed compliance with Secretarial Standards I & II issued by Institute of Company Secretaries of India.

37. ACKNOWLEDGEMENT

The Board of Directors would like to express their sincere appreciation for the assistance and co-operation received from the Company's Bankers, valuable Customers and others concerned with the Company. Your involvement as shareholders is greatly valued and your Board looks forward to your continued support.

ANNEXURE 'A' TO THE BOARD'S REPORT

Form AOC-1

[Pursuant to first proviso to sub-section (3) of Section 129 of the Companies Act, 2013 and Rule 5 of the Companies (Accounts) Rules, 2014]

Part "A": Subsidiaries

Statement containing salient features of the financial statements of the Subsidiary Company as on March 31, 2018

Notes:

a. Total liabilities exclude share capital and reserves.

b. Investments exclude investment in subsidiaries under consolidation.

Part "B": Associates and Joint Ventures

Statement containing salient features of the financial statements of the Associate Companies / Joint Ventures as on March 31, 2018: Not Applicable

ANNEXURE 'B' TO THE BOARDS' REPORT Form No. MR-3

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED MARCH 31, 2018

[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

To,

The Members,

W.H.BRADY & CO. LTD.

Brady House, 4thFloor, 12/14 Veer Nariman Road, Fort, Mumbai-400001.

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by W. H. BRADY AND CO. LTD. (hereinafter called the Company). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the Company's books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of Secretarial Audit, we hereby report that in our opinion, the Company has, during the audit period covering the financial year ended on March 31, 2018 complied with the statutory provisions of the applicable Acts listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on March 31, 2018 according to the provisions of:

i. The Companies Act, 2013 (the Act) and the rules made thereunder;

ii. The Companies Amendment Act, 2017 (to the extent notified);

iii. The Securities Contracts (Regulation) Act, 1956 ('SCRA) and the rules made thereunder;

iv. Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent applicable;

v. The Depositories Act, 1996 and the regulations and bye-laws framed thereunder; vi. The Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 ('SEBI Act') viz.,

a) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;

b) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

c) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015;

d) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

e) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009; [Not applicable during the period of audit]

f) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014; [Not applicable during the period of audit]

g) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; [Not applicable during the period of audit]

h) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009; [Not applicable during the period of audit]

i) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998; [Not applicable during the period of audit]

vii. We have also examined compliance with the applicable clauses of the Secretarial Standards I and II issued by The Institute of Company Secretaries of India.

Further, the Company being engaged in trading of goods and leasing of property, there are no specific laws applicable to the Company, which require approvals or compliances under any Act or Regulations.

During the period under review, the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. as mentioned above to the extent applicable.

We report that the Compliance by the Company of applicable financial laws, like direct and indirect tax laws, has not been reviewed in this Audit since the same has been subject to review by statutory auditor and other designated professionals.

We further report that based on the information provided and the representation made by the Chief Financial Officer / Company Secretary, taken on record by the Board of Directors of the Company, incur opinion, adequate systems and processes in the Company commensurate with the size and operations of the Company to monitor and ensure compliance with applicable laws, general laws, rules, regulations and guidelines.

We further report that:

•• The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. During the year under review, the Company has reappointed Mr. Rajiv Kumar Bakshi, as the Independent Director for a second term of 5 years subject to approval of the shareholders at the general meeting.

•• Adequate notices are given to all Directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent well in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

Majority of the decisions being carried through were captured and recorded as part of the minutes.

As informed, the Company has responded appropriately to notices received from various statutory/regulatory authorities including initiating actions for corrective measures, wherever found necessary.

For GMJ & ASSOCIATES

Company Secretaries

Sd/-

[SONIA CHETTIAR]

PARTNER

ACS: 27582 COP: 10130

PLACE: MUMBAI

DATE: AUGUST 3, 2018.

Note: This report is to be read with our letter of even date which is annexed as "ANNEXURE" and forms an integral part of this report.

ANNEXURE

To,

The Members,

W. H. BRADY & CO. LTD.

Brady House, 4th Floor, 12/14 Veer Nariman Road, Fort, Mumbai-400001.

Our report of even date is to be read along with this letter:

1. Maintenance of secretarial records is the responsibility of management of the Company. Our responsibility is to express an opinion on these secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and books of accounts of the Company.

4. Wherever required, we have obtained the Management Representation about the compliance of laws, rules and regulations and happening of events, etc.

5. The compliance of the provisions of corporate and other applicable laws, rules and regulations, standards is the responsibility of the management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

For GMJ & ASSOCIATES

Company Secretaries

Sd/-

[SONIA CHETTIAR]

PARTNER

ACS: 27582 COP: 10130

PLACE: MUMBAI

DATE: AUGUST 3, 2018.

ANNEXURE 'C' TO THE BOARDS' REPORT

Form No. AOC-2 Particulars of contracts/arrangements made with related parties as on March 31, 2018

[Pursuant to clause (h) of sub-section (3) of Section 134 of the Companies Act, 2013 and Rule 8(2) of the Companies (Accounts) Rules, 2014]

This Form pertains to the disclosure of particulars of contracts/arrangements entered into by the Company with related parties referred to in sub-section (1) 188 of the Companies Act, 2013 including certains arm's length transactions under third proviso thereto.

1. Detais of contracts or arrangements or transactions not at arm's length basis

There were no contracts or arrangements or transactions entered into during the year ended March 31, 2018 which were not at arm's length basis.

2. Detai Is of material contracts or arrangements or transactions at arm's length basis

The Details of material contracts or arrangements or transactions at arm's length basis entered into during the year ended March 31, 2018 are as follows:

ANNEXURE 'D' TO THE BOARDS' REPORT

A] DISCLOSURE IN DIRECTORS' REPORT PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH THE RULES 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014.

1. The Ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year 2017-18.

2. The Percentage increase in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager if any in the financial year 2017-18 compared to 2016-17 means part of the year.

3. Percentage increase in the median remuneration of employees in the financial year 2017-18 compared to 2016-17: 12.25%

4. Number of permanent employees on the rolls of the Company as on March 31, 2018: 21

5. Average percentile increase in the salaries of employees other than managerial personnel: 17.01 %

NOTE:-

1. It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial Personnel and other Employees.

2. *Ms. Khushbu Desai has tendered her resignation w.e.f. February 10, 2018 from the position of Company Secretary & Compliance officer.

3. **Ms. Khushmeeta Bafna has been appointed as Company Secretary & Compliance officer w.e.f. February 11, 2018.

B] STATEMENT OF PARTICULARS OF EMPLOYEES PURSUANT TO PROVISIONS OF SECTION 197(12) OF THE COMPANIES ACT 2013 READ WITH THE RULES 5(2) AND 5(3) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014 FOR THE YEAR ENDED MARCH 31, 2018.

a) Employed throughout the financial year and was in receipt of remuneration for the year in aggregate of not less than Rs.1,02,00,000/-: Nil

b) Employed for a part of the financial year and was in receipt of remuneration at a rate in aggregate not less than Rs. 8,50,000/- per month: Nil

c) The percentage of equity shares held by the employee in the Company within the meaning of Clause (iii) of sub rule (2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014: Not Applicable

ANNEXURE 'E' TO THE BOARDS REPORT 2017-18 EXTRACT OF ANNUAL RETURN As on financial year ended 31-03-2018

[Pursuant to Section 92(3) of the Companies Act, 2013 read with [The Companies (Management and Administration) Rules, 2014]

FORM NO. MGT-9

A. REGISTRATION AND OTHER DETAILS

B. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

C. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES

D. SHARE HOLDING PATTERN (I) Category-wise Share Holding:

(ii) Shareholding of Promoters:

(iv) Shareholding pattern of top ten Shareholders (other than Directors, Promoters and holders of GDRs and ADRs):

(v) Shareholding of Directors and Key Managerial Personnel:

E. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment:

F. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

(i) Remuneration to Managing Director, Whole-time Directors and/or Manager:

(ii) Remuneration to other directors:

(iii) Remuneration To Key Managerial Personnel other than MD/Manager/WTD:

G. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES

ANNEXURE 'F1 TO THE BOARDS' REPORT

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO:

Information as per Section 134(3)(m) of the Companies Act, 2013, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 and forming part of the Directors' Report for the year 2017-2018.

A. CONSERVATION OF ENERGY: NOT APPLICABLE

(i) the Steps taken or impact on conservation of energy:

(ii) the steps taken by the Company for utilising alternate sources of energy:

(iii) the capital investment on energy conservation equipment's:

B. TECHNOLOGY ABSORPTION: NOT APPLICABLE

(i) the efforts made towards technology absorption during the year under review are :

(ii) the benefits derived like product improvement, cost reduction, product development or import substitution:

(iii) in case of imported technology (imported during the last three years recknoned from the beginning of the financial year):

(a) the details of technology imported

(b) the year of import

(c) whether the technology been fully absorbed ;

(iv) During the year Company has incurred R&D Expenditure:

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

The Foreign Exchange earned it terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows: