The Board of Directors are pleased to present the Company's 79^th Annual Report together with the Annual Audited Financial
Statements for the financial year ended March 31, 2025.

1. FINANCIAL HIGHLIGHTS

The Company's financial performance for the year ended March 31, 2025 is summarized below:

2. FINANCIAL PERFORMANCE

The gross turnover of the Company was Rs. 9089.75 Lakhs for the year ended March 31, 2025 as against Rs. 7580.67 for the
year ended March 31, 2024. Company made a net profit before tax of Rs. 2944.16 Lakhs as against Rs. 1151.18 Lakhs in the
previous financial year.

3. WORKING RESULTS

The Company showed an improved performance in the year 2024-25 as against the previous year.

4. FUTURE OUTLOOK

The Company hopes to do better in the financial year 2025-2026. Efforts are being made to improve productivity, revenue
and profits.

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
2024-2025.

7. SHARE CAPITAL OF THE COMPANY

The Authorized Capital of the Company as at March 31, 2025 was Rs. 25,00,00,000/- (Rupees Twenty Five Crores only)
divided into 2,00,00,000 (Two Crores only) equity shares of Rs.10/- each and 50,00,000 (Fifty Lakhs only) 7% Redeemable
Non-Cumulative Non-Convertible Preference Shares of Rs. 10/- each.

The issued, subscribed and paid-up Share Capital of the Company stood at Rs.2,25,00,000/- as at March 31, 2025 comprising
of 22,50,000 Equity Shares of Rs. 10/- each fully paid-up.

During the year under review, Company has redeemed 50,00,000 7% Non-Convertible Non-Cumulative Preference Shares
of Rs. 10/- each at par held by W. H. Brady & Company Limited out of free reserves.

During the year under review, pursuant to the special resolution passed at the Annual General Meeting of the Company
held on Saturday, September 28, 2024, the Authorized Share Capital of the Company has been reclassified from the
existing Authorized Share Capital of the Company being Rs. 25,00,00,000/- (Rupees Twenty Five Crores only) consisting of
50,00,000 (Fifty Lakhs) equity shares of Rs.10/- each (Rupees Ten each) and 2,00,00,000 (Two Crores) Preference Shares of
Rs. 10/- each TO Rs. 25,00,00,000/- (Rupees Twenty Five Crores only) consisting of 2,00,00,000 (Two Crores) equity shares
of Rs.10/- each (Rupees Ten each) and 50,00,000 (Fifty Lakhs) Preference Shares of Rs. 10/- (Rupees Ten each).

During the year under review, the Company has not issued any convertible securities with differential voting rights nor
granted any stock options or sweat equity or warrants.

8. HOLDING, SUBSIDIARIES, ASSOCIATES & JOINT VENTURES

W. H. Brady & Co. Limited, Holding Company; is carrying on the business of renting of space in building and trading of material
handling equipment's. W. H. Brady & Co. Limited holds 72.73% of the Equity Share Capital.

The Company does not have any Subsidiary, Associate Company and Joint Venture.

9. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Inductions to the Board

On the recommendations of the Nomination and Remuneration Committee, the Board of Directors at their meeting
held on August 10, 2024 has appointed Mr. Pinaki Misra as an Independent Director of the Company for a consecutive
term of 5 years with effect from September 28, 2024 to September 27, 2029 and shall not be liable to retire by rotation.
This appointment was approved by the Shareholders in the Annual General Meeting held on September 28, 2024.

On the recommendations of the Nomination and Remuneration Committee, the Board of Directors at their meeting
held on August 10, 2024 has appointed Mr. Yash Shah as an Additional Independent Director of the Company for a
consecutive term of 5 years with effect from August 10, 2024 to August 09, 2029 and shall not be liable to retire by
rotation. This appointment was approved by the Shareholders in the Annual General Meeting held on September 28,

2024.

B. Re-appointment / Retirements

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 and the Articles of Association of the
Company, Mr. Rajender Kumar Sharma, Director of the Company, liable to retire by rotation and, being eligible, offers
himself for reappointment at the 79th Annual General Meeting of the Company scheduled to be held on September 27,

2025.

On the recommendations of the Nomination and Remuneration Committee, the Board of Directors at their meeting
held on August 10, 2024 has re-appointed Mr. Vaibhav Morarka (DIN: 01630306) as an Executive Director of the
Company for a period of 3 (three) years w.e.f. November 01, 2024. This appointment was approved by the Shareholders
in the Annual General Meeting held on September 28, 2024. Thereafter, on the recommendations of the Nomination
and Remuneration Committee, the Board of Directors at their meeting held on February 06, 2025 has elevated Mr.
Vaibhav Morarka (DIN: 01630306) from the position of Executive Director to "Vice Chairman and Managing Director"
of the Company w.e.f. February 6, 2025. This appointment was approved by the Shareholders through Postal Ballot.

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. DECLARATIONS GIVEN 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 Regulation 16(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. BOARD MEETINGS

The Board of Directors met 4 (Four) times during the financial year 2024-25. 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 Director and other matters provided under sub-section (3) of Section 178 of the Act is available
on Company's website https://www.bradymorris.in/wp-content/uploads/2021/02/Remuneration-Policy.pdf.

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, 2025, the Board had four Committees, listed as below:

a. Audit Committee ("AC")

b. Stakeholders' Relationship Committee ("SRC")

c. Nomination and Remuneration Committee ("NRC")

d. Corporate Social Responsibility Committee ("CSR")

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 under 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 06, 2025 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 Directors and Non-Executive Directors (excluding the director being evaluated). The Board Members at their
meeting held on February 06, 2025 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.

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 76th Annual General Meeting held on September 23, 2022 approved the appointment
of M/s. R K Doshi & Co LLP, Chartered Accountants (Firm Registration No. 102745W) as the Statutory Auditors of the
Company for a consecutive term of five years i.e. from the conclusion of 76th Annual General Meeting till the conclusion
of 81st Annual General Meeting of the Company.

During the year, the Statutory Auditors have 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' Report for financial year 2024-2025 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 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 2024-25 and 2025-26.

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 appointed M/s. Rajesh Dudhara & Co., Chartered
Accountants as Internal Auditors to conduct Internal Audit of the functions and activities of the Company for the
financial year 2025-2026.

D. SECRETARIAL AUDITORS

The Board of Directors has, on the recommendation of the Audit Committee, appointed M/s. GMJ & Associates,
Company Secretaries, as the Secretarial Auditor of the Company for the term of five years to hold office from April 1,
2025, till March 31, 2030 (i.e. FY26 till FY30). As required under Regulation 24A of the SEBI (Listing Obligations and
Disclosures Requirements) Regulations, 2015, the appointment of a Secretarial Auditor needs to be approved by the
Members of the Company. Accordingly, resolution seeking Members' approval for the aforesaid appointment is included
in the Notice convening the 79^th Annual General Meeting.

The Secretarial Audit was carried out by M/s. GMJ & Associates, Company Secretaries for the Financial Year 2024¬
2025. The Report given by the Secretarial Auditors is annexed as Annexure “A” and forms an integral part of this Board's
Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report.

Secretarial Compliance Report: - The Company has undertaken an audit for the Financial Year ended March 31, 2025
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 been
submitted to the Stock Exchanges within 60 days of the end of the Financial Year.

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, 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 not given any loans, or made investments or issued any guarantee or provided any security covered under
Section 185 & 186 of the Companies Act, 2013 during the year under review.

19. CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY

All contracts/ arrangements/ transactions entered by the Company during the financial year 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 transaction is annexed as Annexure “B” and forms an integral part of this
report. All related party transactions are mentioned in the Notes to the Financial Statements.

All Related Party Transactions are placed before the Audit Committee. Omnibus approval has been 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://www.bradymorris.in/wp-content/uploads/2021/02/Policy-on-Materiality-of-Related-Party-Transactions-and-
on-Dealing-with-Related-Party-Transaction.pdf.

Pursuant to the SEBI Listing Regulations, the resolution seeking approval of the Members on material related party
transactions forms part of the Notice convening the 79^th Annual General Meeting.

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 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.

22. VIGIL MECHANISM

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 victimization 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://www.bradvmorris.in/wp-content/
uploads/2021/02/Vigil-Mechanism-and-Whistle-Blower-Policv.pdf. Further details are available in the Corporate
Governance Report that forms part of this Report.

During the financial year 2024-25, no cases under this mechanism were reported to the Company.

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

The Company has always believed in providing a safe and harassment-free workplace for every individual working in the
Company. The Company has complied with the applicable provisions of the aforesaid Act and the Rules framed thereunder.
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the same is available on the Company's website
at https://bradymorris.in/wp-content/uploads/2025/01/Anti-Sexual-Harassment-Policy.pdf. All employees (permanent,
contractual, temporary and trainees, etc.) are covered under this Policy.

24. CORPORATE SOCIAL RESPONSIBILITY (CSR)

During the year under review, the Company spent Rs. 15.00 Lakhs (2% of the average net profits of the preceding three
financial years), towards identified and approved CSR initiatives covered under Schedule VII of the Companies Act 2013.

The Annual Report on CSR activities is annexed and marked as Annexure “C“ to this Report. The CSR policy, formulated by the
Corporate Social Responsibility ("CSR") Committee and approved by the Board, can be accessed at https://www. bradymorris.
in/corporate-policies/ For other details regarding the CSR Committee, please refer to the Corporate Governance Report,
which is a part of this report.

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 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.

27. CODE OF CONDUCT

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://www.bradvmorris.in/wp-content/uploads/2021/02/
Code-of-Conduct BRADY-AND-MORRIS-ENGINEERING-COMPANY-LIMITED.pdf. All the Board Members and Senior
Management Personnel have affirmed compliance with their respective Code of Conduct. The Managing Director has also
confirmed and certified the same, which certification is provided at the end of the Report on Corporate Governance.

28. CODE FOR PREVENTION OF INSIDER TRADING PRACTICES

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, 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.

29. PARTICULARS OF EMPLOYEES

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 drawing remuneration in excess of the limits set out
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 upto 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.

30. ANNUAL RETURN

Pursuant to Section 92 of the Act read with the applicable Rules, the Annual Return for the year ended March 31, 2025 can
be accessed on the Company's website at https://www.bradymorris.in/financial-reports/.

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 “D“ 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 Factory Building, Plant & Machinery, Stocks, etc. are adequately insured.

34. SAFETY, HEALTH AND ENVIRONMENTAL PERFROMANCE

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 2024-25, 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 1 & 2 issued by Institute of
Company Secretaries of India.

37. MATERNITY BENEFIT ACT, 1961

The Company ensures that all eligible women employees are provided with maternity benefits in accordance with the Act,
including but not limited to paid maternity leave, nursing breaks, and protection from dismissal during maternity leave.

38. THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCYAND BANKRUPTCY
CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the year under review, no such application or proceeding has been initiated or pending against the Company.

39. 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.

40. 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.

Registered Office: For and on behalf of the Board

Brady House, 4^th Floor, Brady & Morris Engineering Company Limited

12-14, Veer Nariman Road,

Fort, Mumbai - 400 001.

CIN: L29150MH1946PLC004729
Tel: 91 22 2204 8361

Fax: 91 22 2204 1855 PAVAN G. MORARKA

Email: bradvs@mtnl.net.in CHAIRMAN

Website: www.bradymorris.in (DIN:00174796)

August 08, 2025