The Directors are pleased to present their 99th Annual Report on the
 business and operations of your Company together with the audited
 accounts for the financial year ended 31st March, 2012.
 
 1.  FINANCIAL HIGHLIGHTS:
   
                                                2011-2012      2010-2011
                                              (Rs.in Lacs)   (Rs.in Lacs)
 
 a) Gross Turnover                              1,957.81       1,914.27
 
 b) Operating Profit before Interest 
 and Depreciation                                 565.68         319.61
 
 c) Less: Interest                                127.08          87.52
 
 d) Profit Before Depreciation                    438.60         232.09
 
 e) Less: Depreciation                             82.83          53.16
 
 f) Profit before exceptional items               355.77         178.93
 
 g) Less: Exceptional items                        92.21              -
 
 h) Profit before Tax                             263.56         178.93
 
 i) Less: Tax for the year
 
 i) Current                                        52.35          32.85
 
 ii) Deferred                                      (6.03)          2.74
 
 iii) Wealth tax                                    0.13           0.36
 
 Sub-total                                         46.45          35.95
 
 j) Profit after Tax                              217.11         142.98
 
 k) Add/(Less) Prior year adjustments               3.74           5.86
 
 I) Profit for the year                           213.37         137.12
 
 m) Add: Balance brought forward from the
 previous year                                    581.72         492.58
 
 n) Profit available for appropriations           795.09         629.70
 
 o) Less: Appropriations
 
 i) Proposed Dividend                              38.25          38.25
 
 ii) Tax on proposed Dividend                       7.65           1.73
 
 iii) Transfer to General Reserve                  11.00           8.00
 
 Sub-total                                         56.90          47.98
 
 p) Balance carried to Balance Sheet              738.19         581.72
 
 EPS                                                8.51           5.61 
 
 2.  DIVIDEND:
 
 Your Directors are pleased to recommend for the approval of the
 shareholders dividend @ 15% i.e. Rs.1.50/- per share for the year ended
 31st March, 2012.
 
 3.  WORKING RESULTS:
 
 Although, the Company''s turnover is marginally higher than the
 previous year, profit before depreciation has almost doubled.  This was
 possible due to better strategies and cost control measures adopted by
 the Company.
 
 4.  FUTURE OUTLOOK:
 
 A new joint venture Company has been formed called:
 
 BRADY IKUSI SYSTEMS PRIVATE LIMITED This Company is equally owned by
 the Company and, M/s. Angel Iglesias, S.A. (IKUSI). The new JV Company
 would offer services to the Aviation Sector in the areas of security
 system, IT, ITES, System Integration.
 
 The Company is also exploring new areas to increase the business of the
 Company.
 
 5.  BOARD OF DIRECTORS:
 
 In accordance with the provisions of Section 256 of the Companies Act
 1956 and the Articles of Association of the Company, Mr. Prakash Mehta
 retires from his office by rotation and being eligible offers himself
 for re-appointment.
 
 6.  DIRECTORS'' RESPONSIBILITY STATEMENT:
 
 Pursuant to sub-section (2AA) of Section 217 of the Companies Act,
 1956, the Board of Directors of the Company hereby state and confirm
 that:
 
 (a) In the preparation of the Annual Accounts, the applicable
 accounting standards had been followed along with proper explanation
 relating to material departures;
 
 (b) The Directors had selected such accounting policies and applied
 them consistently and made judgments and estimates that 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 of
 the Company for the period;
 
 (c) The Directors had 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;
 
 (d) The Directors had prepared the annual accounts on a going concern
 basis.
 
 7.  PERSONNEL:
 
 During the year under report, none of the employees of the Company was
 in receipt of the remuneration in excess of the ceilings prescribed
 under Section 217 (2A) of the Companies Act, 1956 read with
 (Particulars of Employees) Rules, 1975 as amended and hence no
 information is furnished thereto.
 
 8.  SUBSIDIARY OF THE COMPANY:
 
 The Balance Sheet and Profit & Loss Account of Brady & Morris
 Engineering Co. Ltd. (the subsidiary of the Company) for the year ended
 31st March 2012 along with the Directors'' Report are annexed for
 information of the shareholders.
 
 9.  CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
 EARNINGS & OUTGO: 
 
 Information required in terms of Section 217(1)(e) of the Companies
 Act, 1956 read with the Companies (Disclosure of particulars in the
 Report of the Board of Directors) Rules, 1988 are not applicable to the
 company as there was no manufacturing activity during the year.
 
 FOREIGN EXCHANGE EARNINGS AND OUTGOINGS:
 
 Please refer Notes No. 30.2, 34 and 35.
 
 10.  COMPLIANCE CERTIFICATE:
 
 Pursuant to provisions of Section 383A of the Companies Act, 1956 and
 the rules made thereunder, the Company has obtained a Compliance
 Certificate from GMJ & Associates, Company Secretaries. The same is
 attached herewith.
 
 11.  APPOINTMENT OF AUDITORS:
 
 M/s. C. L. Dalai & Co., Chartered Accountants, hold office till the
 conclusion of this Annual General Meeting. Pursuant to Section 224(1)
 of the Companies Act, a Certificate has been furnished by M/s. C. L.
 Dalai & Co. that their appointment, if made, will be in accordance with
 the limit specified in sub-section (1-B) of the said Section 224. The
 members are requested to appoint Auditors for the year from the
 conclusion of the ensuing Annual General Meeting till the conclusion of
 the subsequent Annual General Meeting and fix their remuneration.
 
 12.  CORPORATE GOVERNANCE:
 
 Though Provisions of Clause 49 of the Listing Agreement of the Stock
 Exchange do not apply to the Company, the Company has adopted best
 practices prevailing for internal regulations and for good Corporate
 Governance. A small note on Corporate Governance Practices adopted by
 the Company voluntary is attached as Annexure I to the Directors
 Report.
 
 13.  ACKNOWLEDGEMENT:
 
 The Directors take this opportunity to express their appreciation for
 the cooperation 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,
 
 12-14, Veer Nariman Road,                                     Sd/-
 
 Fort, Mumbai - 400 001.                           PAVAN G. MORARKA
 
 August 4, 2012.                       Chairman & Managing Director