W H Brady & Co Ltd

To

The Members,

The Board of Directors are pleased to present the Company's 111^th Annual Report together with the Annual Audited Financial Statements (Standalone and Consolidated) for the financial year ended March 31, 2024.

1. FINANCIAL HIGHLIGHTS

The Company's financial performance for the year ended March 31, 2024 is summarized below:

2. FINANCIAL PERFORMANCE A. Standalone

The gross turnover of your Company stood at Rs. 4,327.50 Lakhs for the year ended March 31, 2024 as against Rs.

2,732.48 Lakhs in the previous year. The Company made a net profit of Rs. 284.28 Lakhs for the year ended March 31, 2024 as compared to the net profit of Rs. 204.78 Lakhs in the previous year.

B. Consolidated

The consolidated turnover of your Company was Rs. 9,600.72 Lakhs for the year ended March 31, 2024 as against Rs.

7,607.76 Lakhs in the previous financial year. The Company made a consolidated net profit of Rs. 1,125.76 Lakhs for the year ended March 31, 2024 as compared to the net profit of Rs. 684.30 Lakhs in the previous year.

3. WORKING RESULTS

The standalone gross turnover in 2023-24 was Rs. 4,327.50 as compared to Rs. 2,732.48 in 2022-23. The net profit after tax is also higher by approximate 38.82 % as compared to the Previous year. The Company continues to make efforts to improve its working.

4. FUTURE OUTLOOK

The Management is exploring the possibility of entering into new areas of trading and representation.

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 2023-2024.

7. SHARE CAPITAL OF THE COMPANY

The Authorized Capital of the Company as at March 31, 2024 was Rs.5,00,00,000/-(Rupees Five Crores only) divided into 50,00,000 (Fifty Lakhs) equity shares of Rs.10/- each.

The issued, subscribed and paid-up Share Capital of the Company stood at Rs. 25,500,000/- (Rupees Two Crores Fifty-Lakhs only) as at March 31, 2024 comprising of 25,50,000 Equity Shares of Rs. 10/- each fully paid-up.

During the year under review, the Company has not issued any convertible securitieswith differential votingrights nor has granted any stock options or sweat equity or warrants. As on March 31, 2024, none of the Directors of the Company hold instruments convertible into Equity Shares of the Company.

8. SUBSIDIARIES, ASSOCIATES & JOINT VENTURES

A. 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 turnover of Rs. 7,580.67 Lakhs as compared to Rs. 6,101.93 Lakhs in the previous year. The Net profit after tax for the year is Rs. 841.48 Lakhs as compared to Net profit after tax of Rs. 505.48 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 our 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, https://whbrady.in/financial-reports/. Further, as per fourth proviso of the said section, Audited

Annual Accounts of each of the Subsidiary Company have also been placed on the website of the Company, https:// whbrady. in/financial-reports/. 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 company within the meaning of Section 2(6) of the Companies Act, 2013.

9. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Inductions to the Board

On the recommendations of the Nomination and Remuneration Committee, the Board proposes to appoint Mr. Ravindra Joshi as an Independent Director of the Company for a consecutive 10, 2024 to August 09, 2029 and shall not be liable to retire by rotation. A special resolutionfor the appointment of Mr. Ravindra Joshi forms a part of the Notice of AGM for approval of the members.

On the recommendations of the Nomination and Remuneration Committee, the Board appointed Mr. Pinaki Misra as Additional (Non-Executive) Director of the Company, liable to retire by rotation with effect from August 10, 2024, subject to approval of the Members.

B. Re-appointment and Retirements:

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and the Articles Company, Mr. Vaibhav Morarka (DIN: 01630306), Director of the Company, retires by rotation and, being eligible, offers himself for reappointment at the 111^th Annual General Meeting of the Company scheduled to be held on September 28, 2024.

Pursuant to the recommendation of the Nomination and Remuneration Committee, the Board proposes to re-appoint

Mr. Pavan G. Morarka (DIN: 00174796} as a Chairman and Managing Director of the Company for a period of three years with effect from January 1, 2025 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, Ms. Chitralekha Hiremath was appointed as Independent

Director to hold officeforfiveconsecutive years from September 22, 2023 till September 21, 2028 at the 110th Annual General Meeting held on September 22, 2023.

Mr. Kaushik D. Shah and Mr. Pinaki Misra, Independent Directors has completed their second term on the Board of the Company closure of business hours of March 31, 2024. The Board of Directors placed on record its appreciation for the services rendered by them.

C. Key Managerial Personnel:

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:

There was no change in the Key Managerial personnel during the year under review.

10. DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act read with rules framed thereunder and Regulation16(1)(b) of the Listing Regulations.

Further, the Board after taking these declarations/disclosures on record and acknowledging the veracity of the same, concluded that the Independent Directors are persons of integrity and possess the relevant expertise and experience to qualify as Independent Directors of the Company and are Independent of the Management.

In the Board's opinion, the Independent Directors are persons of high repute, integrity and possess the relevant expertise and experience in their respective fields.

11. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors met Five (5) times during the financial year 2023-24. Particulars of meetings of the Board 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 Directorandothermattersprovidedundersub-section(3) of Section 178 of the Act is available on Company's website: https://whbrady.in/corporate-policies/.

We affirm that the remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

13. BOARD COMMITTEES

As on March 31, 2024, the Board has three Committees, listed as below:

1. Audit Committee (“AC”)

2. Stakeholders' Relationship Committee (“SRC”)

3. Nomination and Remuneration Committee (“NRC”) Detailscomposition,terms of alltheCommitteesalongwiththeir 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, 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 Board reviewed the performance, of the individual Directors seeking inputs from all the Directors. A separate meeting of Independent Directors was also held on February 14, 2024 to review the performance of Non-Independent Directors; performance of the Board as a whole and performance of the Chairman of the Company, considering the views of Managing

Director / Executive Directors and Non-Executive Directors (excluding the director being evaluated). The Board of Directors at their meeting held on February 14, 2024 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 functioning,etc . The criteria for performance evaluation of Committees of the Board and included aspects like compositionandstructure functioningof Committee meetings, contribution theCommittees, 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.

Outcome of evaluation process

Based on inputs received from the members, it emerged that the Board had a good mix of competency, experience, qualifications and diversity. Each Board member contributed in his/her own manner to the collective wisdom of the Board, keeping in mind his/her own background and experience. There was active participation and adequate time was given for discussing strategy. Overall, the Board was functioning very well in a cohesive and interactive manner.

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 109^th Annual General Meeting held on September 23, 2022 approved the appointment of M/s. J G Verma & Co., Chartered Accountants (Firm Registration No.: 111381W), as the Statutory Auditors of the Company for a consecutive term of five years i.e. from the conclusion of 109 th Annual General Meeting till the conclusionof 114^th Annual General Meeting of the Company. The Company has obtained a certificate of eligibility and consent from M/s. J G Verma & Co., that their appointment for the financialyear 2023-24 would be in conformity with the conditions/ limits specified in Section 139 & 141 of the Companies Act, 2013.

The Auditors' Report for financial year 2023-2024 on the financial statements forms part of this Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report. The Auditors have also confirmed that they satisfy the independence criteria required under Companies Act, 2013 and Code of Ethics issued by Institute of Chartered Accountants of India. The Auditors attended the last Annual General meeting of the Company.

B. COST AUDIT

As per the requirement of the Central Government and pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 amended from time to time, maintenance of Cost Audit / Records is not applicable to the Company during the FY 2023-24 and 2024-25.

C. 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 the Company for the financial year 2024-25.

D. SECRETARIAL AUDITORS

The Secretarial Audit was carried out by M/s. GMJ & Associates, Company Secretaries for the Financial Year 2023- 2024. The Report given by the Secretarial Auditors is annexed as Annexure “B” and forms an integral part of this

Board's Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report. In terms of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors on recommendation of the Audit Committee have appointed M/s. GMJ &

Associates, Company Secretaries as the Secretarial Auditors to conduct Secretarial Audit of records and documents of the Company for the financial year 2024-25. The Company has received their written consent that the in accordance with the applicable provisions of the Act and rules framed there under.

Secretarial Compliance Report: - The Company has undertaken an audit for the Financial Year ended March 31, 2024 for all applicable compliances as per the Securities and Exchange Board of India Regulations and Circulars/Guidelines issued thereunder. The Secretarial Compliance Report issued by M/s. GMJ & Associates, Company Secretaries has within 60 days of the end of the Financial Year. been

E. 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, therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act.

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 f theinvestmentscoveredundertheprovisionsofSection Companies Act, 2013 during the year under review.186

19. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/ arrangements/ transactionsentered by the Company during the financialyear with Related Parties were on an arm's length basis and in the ordinary course of business. Thus, disclosure in Form AOC-2 in terms of Section 134 and 188 of the Companies Act, 2013 for material related party transactionis annexed as Annexure “C” and forms an integral part of this report.Allrelatedpartytransactionsare mentioned in the Notes to the Financial Statements.

All Related Party Transactions are placed before the Audit Committee. Omnibus approval was obtained for transactions which are of repetitive nature. A statement giving details of all Related Party Transactions are placed before the Audit Committee for review and approval on a quarterly basis.

The policy on Related Party Transactions as approved by the Board of Directors is available on the website of the Company viz. https://whbrady.in/corporate-policies/.

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.

Pursuant to Regulation 34 read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Report on Corporate Governance and a certificate obtained from M/s. GMJ & Associates, Company Secretaries confirming compliance forms part of this Annual Report.

The Vigil Mechanism as envisaged in the Companies Act, 2013, the Rules prescribed thereunder and the SEBI Listing Regulations 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 https://whbrady.in/corporate-policies/. Further details are available in the Report on Corporate Governance that forms part of this Report.

During the financial year 2023-24, no cases under this mechanism were reported to the Company and/or to any of its subsidiaries.

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

During the financial year 2023-24, 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) the Companies Act, 2013 are not applicable to your Company CSRenumerated under Section Provisionsrelating and accordingly, your Company does not have CSR policy.

The Company has a well-defined risk management framework in place with the objective to formalize the process of Identification of Potentialriskandadoptappropriateriskmitigationmeasures. The Policy is a step by the Company towards strengtheningtheexistinginternalcontrolsandupdatingthesame 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 controls with reference to the Financial Statements commensurate YourCompanyhas inplaceadequateinternalfinancial 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. efficac TheInternalAuditormonitorsandevaluatesthe pr and policies of the Company. compliancewithoperatingsystems,accounting 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 recognizes 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.

The Company has adopted the Code of Conduct for Non-Executive Directors which includes details as laid down in Schedule IV to the Act. The Company has also adopted a Code of Conduct for all its employees including Executive Director(s). The above codes can be accessed on the Company's website at https://whbrady.in/corporate-policies/. All Board members and senior management personnel have affirmedcompliance with their respective Code of Conduct. The Managing Director has alsoconfirmed and which certification is provided

In accordance with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the Board of Directors of the Company has adopted the revised Code of Conduct for Prevention of Insider Trading and Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information. All the Promoters, Directors, Employees of the Company and its material subsidiaries, who are Designated Persons, and their

Immediate Relatives and other Connected Persons such as auditors, consultants, bankers, etc., who could have access to the unpublished price sensitive information of the Company, are governed under this Code.

Ms. Khushmeeta Bafna, Company Secretary of the Company is the ‘Compliance Officer' in terms of this Code.

In terms of the provisions of Section 197(12) of the Act 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 the top ten employees in terms of remuneration drawn and names and other particulars of the employees in the said rules forms part of this Report. Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forms part of this Report. Having regard to the provisions of the second proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection by the members at the registered office of the Company during working hours on working days up to the date of the Annual General Meeting and if any member is interested in obtaining as copy thereof, such member may write to the Company Secretary.

Pursuant to Section92 of the Act read with the applicable Rules, the Annual Return for the year ended March 31, 2024 can be accessed on the Company's website at https://whbrady.in/financial-reports/.

The information pertaining to conservationof 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 “D” and forms part of this Report.

There have been no material changes andcommitmentsaffectingthe financial position of the Company which have occurred between the end of the financial year of the Company to which the financial

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

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 been duly complied with by your Company. legislations and

During the financial year 2023-24, there were no significant and material orders passed by the regulators or courts or tribunals impacting the goingconcernstatusandCompany'soperationsinfuture.

The Board of Directors of the Company has affirmed compliance with Secretarial Standards 1 & 2 issued by Institute of

Company Secretaries of India.

37. THE DETAILS OFAPPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCYAND BANKRUPTCY

During the year under review, no such application or proceeding has been

38. THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.

No such transaction is done by the Company during the year under review.

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.