Dear Members,

The Directors have pleasure in presenting the 16^th Annual Report on the business and operations of the Company and audited financial statements of Accounts for the Financial year ended March 31, 2018.

1. FINANCIAL HIGHLIGHTS

A brief overview on Standalone and Consolidated Financial Performance for the Financial Year ended March 31, 2018 is as follows :

2. STATE OF COMPANY'S AFFAIR

The company is engaged in the business of manufacture, trading, import and export of all kinds of electronics and electrical goods. The total Consolidated revenue of the company during the year under the review was Rs.3,359,520,295 (2017-18) and company has posted profit after tax of Rs. 140,294,820.

At Standalone level, The total revenue of the company during the year under the review was Rs.1,922,420,000(2017-18) and company has posted profit after tax of Rs. 46,850,344.

3. FUTURE OUTLOOK

The outlook of the Company remains encouraging and it is expected that positive trend will continue in furthering the growth of the Company. The Company is focused on growth with a renewed commitment to enhance quality and customer service by Innovations, investment, positive modifications and reduce costs are expected in the near future.

4. DIVIDEND

To strengthen the financial position of the Company, Board of Directors of the Company did not recommend any dividend for the financial year 2017-18.

5. TRANSFERTO RESERVES

During the period under review, The Company has proposed transfer Rs.46,850,344 to General Reserve.

6. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND

The provisions of Section 125 (2) of the Companies Act,2013 and rules made there under is not apply on the Company as there was no dividend declared and paid by the Company during last seven years.

7. MANAGEMENT DISCUSSION AND ANALYSIS REPO RT

Management Discussion And Analysis Report as required under Regulation 34 and Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulation,2015 forms as integral part of this report, and provides adequately with the company's current working and future outlook of the Company as per Annexure -I.

8. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF FINANCIAL YEAR TO WHICH THIS FINANCIAL Y E A R RELATE AND THE DATE OF THE REPORT

Apart from the changes as mentioned below, no material changes and commitment occurred between the end of financial year to which this financial year relate and the date of the report which affect the financial position of the company.

LISTING INFORMATION

After ending of the reporting financial year, your Company came out with Initial Public Offer of 33,33,000 Equity Shares at Rs. 140/- per Shares (including Premium of Rs. 130/- per share) which was oversubscribed by 1.77 times and got the trading approval from NSE Limited (NSE Emerge) on May 21, 2018 having "FIVECORE¹.

The Company confirms that Annual Listing Fees of NSE for the year 2018-19 have been paid.

The Company has paid the annual custody fees for the year 2018-19 to the depositories namely National Securities Depository Limited and Central Depository Services Limited. The shares of the Company are compulsorily traded in dematerialized form.

9. DEPOSITS

During the Financial Year, your Company has not accepted any Deposit with in the meaning of Section 73 of the Companies Act, 2013, read with Companies (Acceptance of Deposits) Rules, 2014. Accordingly, there are no unpaid deposit lying with the Company for the period under review.

10. EXTRACT OF ANNUAL RETURN

Extract of Annual Return as on 31st March 2018 in the prescribed form MGT-9, pursuant to the provisions of Section 92(3) of Companies Act,2013 and the Companies Management and Administration)Rules 2014 is annexed herewith as per Annexure-II.

11. SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES

During the year under review, the Company have 5 subsidiary in the following name:-

1. 5 Core Accoustics Private Limited

2. South Asia Exim PTE Ltd.

3. Pan Arabian Ventures FZE

4. EMS & Exports Private Limited; and

5. Kaneer Industries Private Limited

The details of Subsidiary, Associates and Joint Venture Companies as prescribed in Section 129(3) of companies Act,2013 are described under the AOC-1 attached herewith as per Annexure -III.

12. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts/ arrangements/ transactions entered by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. The details of the related party transactions are disclosed in note to the financial statement which sets out related party disclosures. The requisite details are also provided in form AOC- 2 which forms part of the report are annexed herewith as per Annexure -IV.

13. PARTICULAR OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

Details of Loan given, investment made and guarantee and security given by the Company (if any) during the Financial Year under review and governed by the Section 186 of the Companies Act, 2013, have been furnished under notes to the Financial Statements.

14. STATUTORY AUDITOR AND THEIR REPORT

M/s GSK & Associates LLP Chartered Accountants, having FRN No. 013838N were appointed as statutory auditors for the period of 5 years at the 15^th Annual General Meeting held thereafter till the conclusion of 20^th Annual General Meeting of the Company, (subject to annual ratification by the Members at the Annual General Meeting*) on such remuneration, fee and out of pocket expenses as shall be fixed by the board of Directors of the Company in consultation with Auditors.

The report given by M/s GSK & Associates LLP on the Financial Statements of the Company are self-explanatory and does not contain any qualification, reservation, adverse remark or disclaimer. The Auditors have not reported any fraud to the Company required to be disclosed under Section 143(12). The Report given by the statutorily Auditor on the Financial statement of the Company and consolidated Financial statement for the Financial year ended March 31, 2018 forms part of this Annual Report.

* The requirement related to annual ratification of appointment of auditors by members is omitted.

15. SECRETARIAL AUDITOR AND THEIR REPO RT

Pursuant to the provision of Section 204 of Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 M/s Mohit Singhal & Associates, Practicing Company secretaries, were appointed as Secretarial Auditors of the Company to conduct the Secretarial Audit of the Company for the Financial year 2017-18. The Secretarial Auditor Report submitted by them in Prescribed form MR-3 is attached as per Annexure -V to this report.

There are no qualification or other observations or remarks of the Secretarial Auditor in the report issued by them for the Financial Year 2017-18 which call for any explanations from the Board of Directors.

16. COST AUDITOR AND THEIR REPORT

Provision of Cost Audit is not applicable to the Company.

17. CHANGE IN NATURE OF BUSINES S

There was no change in the Nature of business of the Company during the financial Year 2017-18.

18. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL (KMPs)

The Board of Directors of the Company is duly constituted. None of the Directors of the Company is disqualified under the provisions of Companies Act, 201 3.

As on the date of this report, the Board consists of following Members:

1. Mr. Amarjit Singh Kalra:- Managing Director (DIN:00176921)

2. Mrs. Surinder Kaur Kalra:- Director (DIN:00177037)

3. Mrs. Jagjit Kaur Kalra:- Director (DIN:00177128)

4. Mr. Raj Kumar Projapati: - Independent Director (DIN:02228070)

5. Mr. AdityaAgarwal: - Independent Director (DIN:08042253)

6. Mr. Neeraj Joshi:- Independent Director (DIN:08042256)

7. Mr. Saurabh Kumar Jain:-Company Secretary(PAN:BFYPJ9001A)

8. Mr. Amitabh Singh: - Chief Financial Year(PAN:EKWPS0492G)

19. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL (KMPs) WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR

During the period under Review, Ms. Swati Srivastva was appointed as Company Secretary of the Company w.e.f. 22/04/2017. Ms. Anshu Independent Director of the Company has resigned from the position w.e.f.10/05/2017. The Board appreciates her valuable contribution to the Company, during her tenure. Mrs. Jagjit Kaur Kalra Director of the Company has resigned from the position w.e.f. 31/05/2017. The Board also appreciates her valuable contribution to the Company, during her tenure.

Ms. Swati Srivastva Company Secretary of the Company has resigned from the position w.e.f. 15/07/2017. The Board appreciates her valuable contribution to the Company, during her tenure.

Mr. Rama Kant was appointed as Independent Directors of the Company w.e.f. 25/08/2017 and resigned from the Directorship w.e.f. 30/11/2017 due to some personal reason. The Board appreciates his valuable contribution to the Company, during her tenure.

Mr. Saurabh Kumar J ain joined as company Secretary w.e.f. 01/12/2017 in place of Ms. Swati Srivastva. Further Designation of Mr. Amarjit Singh Kalra was changed from Whole Time director to Managing Director w.e.f. 01/01/2018. Mr. Amitabh Singh was appointed as a Chief Financial Officer of the Company w.e.f. 01/01/2018. Mr. Aditya Agrawal and Mr. Neeraj Sharma was appointed as a Independent Directors of the Company and Mrs. Jagjit Kaur Kalra was appointed as Non Executive Directors of the Company w.e.f. 30/01/2018

The Company has received in writing from them to act as a Director in Form DIR-2 and intimation in Form DIR-8 to the effect that they are not disqualified u/s 164(2) of the Companies Act,2013 to act as a Director.

All the Independent Directors have submitted their disclosures to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of the Companies Act, 2013 and the relevant rules.

In terms of Section 152 of Companies Act,2013 and Article of Association of the Company Mrs. Surinder Kaur Kalra Director of the Company shall retire by rotation at the ensuing AGM and being eligible, offers herself for re appointment.

20. DETAILS Of MEETING OF THE BOARD OF DIRECTORS OR COMMITEEES

Twenty Three (23) Board Meetings were held during the Financial Year 2017 -2018.The detailed Agenda and Notice for the Meetings was prepared and circulated in advance to the Directors within the prescribed time. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013.

and the details of Meetings attended by each Director as follows:

COMMITTEESOF THE BOARD

The Board has Constituted/ Re-Constituted to the committees in accordance with the provision of Companies Act,2013:

I) Composition of Audit Committee is as follows:-

a) Mr.Raj Kumar Projapati (Chairman &Non Executive -Independent Director)

b) Mr. Neeraj Sharma (Non Executive -Independent Director)

c) Mr. Amarjit Singh Kalra (Managing Director)

During the year 9 (Nine) Committee meetings were convened and held on the following date :

and the details of the Meetings attended by each member as follows :

II) Nomination and Remuneration Committee:-

a) Mr. Neeraj Sharma (Chairman & Non Executive -Independent Director)

b) Mr. Raj Kumar Projapati (Non Executive -Independent Director)

c) Mrs. Jagjit Kaur Kalra (Non Executive Director)

During the year 6 (Six) Committee meetings were convened and held on the following date :

and the details of the Meetings attended by each member as follows :

III) Stakeholder relationship Committee:-

The Board of Directors at its meeting held on 30^th January 2018 has constituted Stakeholder relationship Committee in compliance of provision of section 178 of companies act, 2013.

The Composition of Stakeholder relationship committee is enumerated as below :

a) Mr. Neeraj Sharma (Chairman & Non Executive - Independent Director)

b) Mr. Raj Kumar Projapati(Member & Non Executive - Independent Director)

c) Mr. Amarjit Singh Kalra (Member &Managing Director)

During the year, no Stakeholder relationship Committee meetings were convened and held.

21. FOR MAL ANNUAL EVALUATION PROCESS BY BOAR D :

Pursuant to the provision of Companies Act,2013 and Rules made there under, the Board has carried the evaluation of its own performance, performance of Individual Directors, Board Committees, including the Chairman of the Board on the basis of attendance, contribution and various criteria as recommended by the Nomination and Remuneration committee of the Company. The evaluation of the working of the Board, its Committees, experience and expertise, performance of specific duties and obligation etc. were carried out. The Directors expressed their satisfaction with the evaluation process and outcome.

The performance of each of Non Independent Director (including the Chairman) was also evaluated by the Independent Directors at the separate Meeting held of Independent Directors of the Company.

22. CORPORATE GOVERNANCE :

Since the Company's Securities are Listed on Emerge SME Platform of NSE, by virtue of Regulation 15 of SEBI(Listing obligations and Disclosure Requirements) Regulations,2015 the Compliance with the corporate governance provision as specified in the Regulation 17 to 27 and clause (b) to (i) of sub regulation (2) of regulation 46 and Para C,D and E of Schedule V are not applicable to the Company. Hence Corporate Governance does not form Part of this Directors' Report.

23. COMPLIANCE OF CODE OF CONDUCT

Your Company has laid down a Code of Conduct for all the Board Members and Senior Management personnel of the Company. The Code of Conduct has been posted on the website of the Company. All Board Members and the Senior Management personnel have affirmed their compliance with the said Code of Conduct for the FY ended March 31, 2018.

24. INTERNAL FINANCIAL CONTROL AND ITS ADEQUA CY

The Company's internal control systems are adequate and commensurate with the nature and size of the Company and it ensures:

- Timely and accurate financial reporting in accordance with applicable accounting standards.

- Optimum utilization, efficient monitoring, timely maintenance and safety of its assets.

- Compliance with applicable laws, regulations and management policies.

The Internal Auditor assesses opportunities for improvement of business process, systems and controls, to provide recommendations, which can add value to the organization.

25. SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS

During the period under review, no material orders have been passed by the any regulators or courts against the Company.

26. SHARE CAPITAL

At the end of the Year, the Issued, Subscribed and Paid-up Share Capital of the Company was 9287622 equity shares of Rs. 10/- each. There were following allotment has been done :

1. 17,63,217 number of Equity Shares were allotted at a price of Rs. 70 on Right basis.

2. 20,21,693 number of Equity Shares were allotted at a price of Rs. 70 for swaping of Shares by way of purchase of Business of 5 core Acoustics private Limited.

a. Issue of equity shares with differential rights

Your Company has not issued any equity shares with differential rights during the year under review.

b. Issue of sweat equity shares

Your Company has not issued any sweat equity shares during the year under review.

c. Issue of employee stock options

Your Company has not issued any employee stock options during the year under review.

d. Provision of money by company for purchase of its own shares by employees or by trustees for the benefit of employees

Your Company has not made any provision of money for purchase of its own Shares by employees or by trustees for the benefit of employees during the year under review.

27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO DURING THE FINANCIAL YEAR

The details of conservation of energy, technology absorption, foreign exchange earnings and outgo are as follows:

A. CONSERVATION OF ENERGY

B. TECHNOLOGY ABSORPTIO N

C. FOREIGN EXCHANGE ARNINGS AND OUTGO

The Foreign Exchange outgo and foreign exchange earned by the company during the year are detailed in Note No. 27,28,29,30 & 31 of the Financial Statements.

28. CORPORATE SOCIAL RESPONSIBILITY (CSR)

The provision of Section 135 of the Companies Act, 2013 is attracted to the Company in the financial year 2018-19 and your Board took note of the same and will take the necessary steps in order to comply with the provision of Section 135 of the Companies Act, 2013 by formulation of CSR Committee, CSR Policy, its expenditure, etc.

29. NOMINATION AND REMUNERATION POLICY OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND OTHER EMPLOYEES

In adherence of section 178(1) of the Companies Act, 2013, the Board of Directors of the Company has framed a policy on directors' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters provided u/s 178(3), based on the recommendations of the Nomination and Remuneration Committee. The broad parameters covered under the Policy are - Company Philosophy, Guiding Principles, Nomination of Directors, Remuneration of Directors, Nomination and Remuneration of the Key Managerial Personnel (Other than Managing/ Whole-time Directors), Key-Executives and Senior Management and the Remuneration of Other Employees. the policy is available on the website of the Company https://www.5co re.com/policies/Policy-on-Nomination & Remuneration.pdf.

30. PARTICULARS OF EMPLOYEES

The Particulars of Employees required to be given pursuant to Section 197 of the Companies Act 2013 is provided in Annexure VI.

31. VIGIL MECHANISM / WHISTLE BLOWER POLI CY

As per the provisions of Section 177(9) of the Companies Act, 2013 the Company is required to establish an effective vigil mechanism for Directors and employees to report genuine concerns. The Company as part of the 'vigil mechanism' has in place a 'Whistle Blower Policy' to deal with instances of fraud and mismanagement, if any. The Wh istle Blower Policy has been placed on the website of the Company.

This vigil mechanism of the Company is overseen by the Audit Committee and provides adequate safeguard against victimization of employees and also provide direct access to the Chairperson of the Audit Committee in exceptional circumstances.

During the year under review, the Company did not receive any complaint. None of the personnel of your Company were denied access to the Audit Committee.

32. RISK MANAGEMENT

Risk Management is an integral part of the Company's business strategy. The Board reviews compliance with risk policies, monitors risk tolerance limits, reviews and analyzes risk exposure related to specific issues and provides oversight of risk across the organization. The Board nurtures a healthy and independent risk management function to inculcate a strong risk management culture in the Company. Your Directors periodically review the risk associated with the business or threatens the prospectus of the Company. the policy is available on the website of the Company https://www.5core.com/policies/Policy-on-Risk-Management.pdf.

33. REPORT UNDER THE PREVENTION OF SEXUAL HARASSMENT ACT, 2013

The Company has a policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013 and it provides for protection against sexual harassment of woman at work place and for prevention and redressal of such complaints.

Company has complied with the provisions relating to the constitution of Internal complaints Committee under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

There were no cases reported during the FY 2017-18 under the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013.

34. DIRECTORS' RESPONSIBILITY STATEMENT

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3) (c) of the Companies Act, 2013:

a) that in the preparation of the annual financial statements for the year ended March 31, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that accounting policies as mentioned in the Notes to the Financial Statements have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2018 and of the profit of the Company for the year ended on that date;

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the annual financial statements have been prepared on a going concern basis;

e) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

35. APPRECIATION AND ACKNOWLEDGEMENT

Your Directors gratefully acknowledge all stakeholders of the Company viz. financial institutions, Government Authorities customers, members, dealers, vendors, banks and other business partners for the excellent support received from them during the financial year. Your Directors place on record their appreciation for employees, executives, staff and workers of the Company who have contributed to the growth and performance of the Company.

For and on behalf of Board

For Five Core Electronics Limited

Surinder Kaur Kalra Amarjit Singh Kalra

Date: 22/08/2018 Director Managing Director

Place:-New Delhi DIN: 00177037 DIN:00176921