Betex India Ltd

Dear Members,

Your Directors are pleased to present the Thirty Seventh Annual Report of the Company together with the Audited Financial Statements for the Financial Year ended March 31, 2024.

You being our valued partners in the Company, we share our vision of growth with you. Our guiding principles are a blend of realism and optimism which has been and will be the guiding force of all our future endeavors.

1) FINANCIAL HIGHLIGHTS

The Company s financial performance during the year ended 31^st March, 2024 compared to the previous year is summarized below:

( in Lakhs except per share data)

2) REVIEW OF PERFORMANCE OF THE COMPANY

During the year under review, the Company has posted higher Revenue from Operation of 8940.09/- lakhs as compared to 7459.97/- lakhs in the corresponding previous year. The company has posted higher Finance Costs of 103.85 lakhs as compared to 38.80 lakhs in the corresponding previous year. Though the company has incurred higher finance costs, depreciation and other costs during the year under review,it has posted slightly higher Net Profit after tax of 332.57/- lakhs in the current year as compared to 316.12/- lakhs in the corresponding previous year due to higher income generation.

3) DIVIDEND

In order to conserve the resources by taking into account the prevailing economic situation and the need of resources for growth, the Board of Directors have decided not to recommend any dividend on the Equity Shares of the Company for the Financial Year ended March 31, 2024.

The Dividend Distribution Policy of the Company adopted by Board at its meeting held on Monday, April 11, 2022 and the same is available on the website of the Company at www.betexindia.com and contents of the Dividend Distribution Policy are annexed as Annexure- A and forms an integral part of this Report. The Policy has been uploaded on Company s website at https://www.betexindia.com/pdf/DividendDistributionPolicy.pdf in terms of the Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015].

4) MATERIAL CHANGES AND COMMITMENTS

There are no material changes and commitments, affecting the financial position of the Company which occurred between the end of the financial year to which the financial statements relate and the date of this report.

5) TRANSFER TO RESERVES

During the year under review, your Directors has decided to retain the entire amount of profit for financial year 2023-24 in the statement of profit and loss and do not proposed to transfer any amount to Reserves.

6) SHARE CAPITAL

As on 31^st March, 2024, the Issued, Subscribed & Paid up Equity Share Capital of your Company stood at 1.50 Crore divided into 15.00 lakh

Equity Shares of Rs. 10/- each.

The Company has neither issued shares with differential voting rights nor granted any stock options or issue any sweat equity or issued any bonus shares. Further, the Company has not bought back any of its securities during the year under review and hence no details / information invited in this respect.

7) DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

Your Company s Board is duly constituted and is in compliance with the requirements of the Act, the Listing Regulations and provisions of the Articles of Association of the Company. Your Board has been constituted with requisite diversity, wisdom, expertise and experience commensurate to the scale of operations of your Company.

BOARD OF DIRECTORS

Brief resume and other relevant details of the Directors proposed to be appointed / re-appointed are given in the Explanatory Statement to the Notice convening the AGM.

During the financial year 2023-24, Mr. Maheshkumar Somani (DIN: 00106449), Director of the Company liable to retire by rotation was re-appointed in 36^th Annual General Meeting of the Company held on 29^th September, 2023.

After closing of the financial year, Mrs. Sakshi Saurabh Sodhani (DIN: 10742836) has been appointed as an Additional Director of the Company in Independent capacity w.e.f. 1^st September, 2024 in the Board Meeting held on 31^st August, 2024 and she is proposed to be appointed as a Director of the Company in Independent capacity in this ensuing AGM to be held on 26^th September, 2024, for a period of 5 years w.e.f. 1^st September, 2024.

Director Retire by rotation:

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Manish Somani, Whole-time Director of the Company retires by rotation at the forthcoming 37^th Annual General Meeting of the Company and being eligible, offers himself for re-appointment. The Board recommends his appointment for your approval.

Appointment/Re-appointment of Director:

The term of appointment of Mr. Ritesh Somani and Mr. Manish Somani as a Whole time Director of the Company will be completed on 31/03/2025. The Board of Directors at their Meeting convened on 31^st August, 2024 approves the re-appointment of Mr. Ritesh Somani as a Whole time Director for a further period of next five years and the appointment of Mr. Manish Somani as Managing Director for a period of five years with effect from 01^st April,2025 subject to the approval of the shareholders at the ensuing Annual General Meeting.

8) KEY MANAGERIAL PERSONNEL (KMP)

Pursuant to the provisions of section 203 of the Companies Act, 2013 read with rules framed thereunder, the following persons are the key Managerial Personnel s of the company as on 31^st March 2024:

During the year under review, Ms. Priyanka Gohel resigned from the post of Company Secretary & Compliance Officer w.e.f 26.02.2024 and Ms. Swati Somani were appointed as Company Secretary & Compliance Officer of the company w.e.f 26.02.2024.

The Company has received necessary declaration from each Independent Directors under Section 149(7) of the Companies Act, 2013, that he/she meets the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 and 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board relies on their declaration of independence.

10) FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

A policy on familiarization program for Independent Directors has also been adopted by the Company and is put up on the website of the company https://www.betexindia.com/pdf/3.FamiliarisationProgrammeforIndependentDirectors.pdf All new Independent Directors (IDs) included in the Board are presented with an overview of the Company s business operations, products, organization structures and about the Board Constitutions and its procedures.

11) POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION NOMINATION & REMUNERATION POLICY

The Board has adopted, on recommendation of the Nomination and Remuneration Committee, a policy for selection and appointment of Directors, Senior Management and their remuneration in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirement (as may be amended from time to time).

Remuneration Policy And Board Diversity Policy:

The Company has in place a policy relating to the remuneration of the Directors, KMP and other employees of the Company. The Remuneration Policy and Board Diversity Policy is available on the website of the Company at https://www.betexindia.com/pdf/Nomination_Remuneration_and_Evaluation_Policy.PDF and https://www.betexindia.com/pdf/Policy_on_Board_Diversity.PDF

12) EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

In line with the Corporate Governance Guidelines of the Company, Annual Performance Evaluation was conducted for all Board Members as well as the working of the Board and its Committees. The Board evaluation framework has been designed in compliance with the requirements under the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The performance of Chairperson of the Board was reviewed by the Independent Directors taking into account the views of the Executive Directors. The parameters considered were leadership ability, adherence to corporate governance practices etc. Evaluation of the Board was based on criteria such as composition and role of the Board, Board communication and relationships, functioning of Board Committees, review of performance and compensation to Executive Directors, succession planning, strategic planning, etc.

Evaluation of Directors was based on criteria such as participation and contribution in Board and Committee meetings, representation of shareholder interest and enhancing shareholder value, experience and expertise to provide feedback and guidance to top management on business strategy, governance and risk, understanding of the organization s strategy, risk and environment, etc.

Evaluation of Committees was based on criteria such as adequate independence of each Committee, frequency of meetings and time allocated for discussions at meetings, functioning of Board Committees and effectiveness of its advice/recommendation to the Board, etc. The Board has also noted areas requiring more focus in the future.

13) MEETINGS OF THE BOARD & COMMITTEES

The Board meets at regular intervals, with gap between two meetings not exceeding 120 days during the year under review. The Board has four committees namely Audit Committee (AC), Nomination and Remuneration Committee (NRC), Corporate Social Responsibility Committee (CSRC), Stakeholders Relationship Committee (SRC).

During the year under review, (6) six Board Meetings, (6) six Audit Committee Meetings, (4) four Stakeholders Relationship Committee Meetings, (3) three Nomination and Remuneration Committee Meeting, (2) two Corporate Social Responsibility Committee Meeting and (1) one Separate Meeting of Independent Directors were held. The details of which are given in the Corporate Governance Report. The intervening gaps between the Meetings were within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Notice along with Agenda and Agenda items of each Board Meetings were given to each Director of the Company.

The details pertaining to the composition of the Audit Committee and other Committees and all Committee meetings held during the year 2023-24 are included in the Corporate Governance Report. During the year, all the recommendations made by the all Committees were accepted by the Board.

During the year under review, 36^th Annual General Meeting of the Company was held on 29^th September, 2023 and no Extra Ordinary General Meeting was held during the financial year.

15) DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with the provisions of Section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility Statement:

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 judgements 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 and loss of the Company for that period;

c) The directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act 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; and

e) The directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

f) The directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

16) PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The Disclosures pertaining 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 as amended from time to time, are provided in "Annexure-"B" forming part of the Annual Report.

Information on particulars of employees remuneration as per 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, is reported to be Nil as there are no employees who are in receipt of remuneration above the prescribed limit.

The details of top ten employees in terms of remuneration drawn for financial year 2023-24 are as under:

Note:

1. None of the employees mentioned above are related to any of the Directors of the Company. 2. All appointments are on permanent basis.

3. None of the employees mentioned above hold any of the shares of the Company along with their spouse and dependent children.

17) STATUTORY AUDITORS AND REPORT

M/s C.P.Jaria & Co., Chartered Accountants, Surat (Firm Registration No. 104058W) were appointed as Statutory Auditors of the Company for a period of five years i.e., from the conclusion of the 35^th Annual General Meeting till the conclusion of the 39^th Annual General Meeting to be held in the year 2027.

M/s C.P.Jaria & Co., Chartered Accountants have confirmed their eligibility and qualification required under the Act for holding the office, as Statutory Auditors of the Company.

The Auditors Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

18) REPORTING OF FRAUDS

There was no instance of fraud during the year under review, which required the Statutory Auditors or Secretarial Auditors to report to the Audit Committee, Board and/ or Central Government under Section 143(12) of the Companies Act, 2013 and Rules framed thereunder.

19) INTERNAL AUDITORS

M/s. ARVP & Co. Chartered Accountants of Surat (F.R.N. 101482W) is acting as Internal Auditors of the Company and has conducted periodic audit of all operations of the Company. The Statutory Auditors and Audit Committee of the company has reviewed the findings of Internal Auditors regularly.

The Board has re-appointed M/s. ARVP & Co. Chartered Accountants (F.R.N. 101482W) Surat, Gujarat, India, as Internal Auditors of the Company for the financial year 2024-25.

20) 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 has appointed M/s. Dhirren R. Dave & Co., Practising Company Secretaries (UIN No.: P1996GJ002900 & Peer Review No.: 2144/2022), of Surat, as Secretarial Auditor, to conduct secretarial audit of the company for the financial year 2023-24. The Secretarial Audit Report for the financial year ended 31^st March, 2024 in Form MR-3 is annexed herewith and forms part of the Annual Report as Annexure-"C". The report contains following qualification, reservation or adverse remarks:

In terms of the provisions of the Circular No CIR/ CFD/CMD1/27/2019 dated 8^th February, 2019 issued by SEBI, M/s. Dhirren R. Dave & Co., Practising Company Secretaries, has issued the Annual Secretarial Compliance Report for the financial year ended 31^st March, 2024. The above said Report for financial year 2023-24 has been submitted to the stock exchanges within 60 days of the end of the said financial year and available on website of the company https://www.betexindia.com/pdf/2.AnnualSecretarialComplianceReportfortheFinancialYear2023-24.pdf .

The Board has re-appointed M/s. Dhirren R. Dave & Co., Practising Company Secretaries. (UIN No.: P1996GJ002900 & Peer Review No.: 2144/2022), Surat, Gujarat, India, as Secretarial Auditors of the Company for the financial year 2024-25.

21) INTERNAL FINANCIAL CONTROLS SYSTEM AND THEIR ADEQUACY

The Company has established proper and adequate system of internal control to ensure that all resources are put to optimum use and are well protected against loss and all transactions are authorized, recorded and reported correctly and there is proper adherence to policies and guidelines, safeguarding its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures, processes in terms of efficiencies and effectiveness. The Company s internal control systems are also periodically tested and certified by the internal auditors. The Audit Committee constituted by the Board constantly reviews the internal control systems.

22) CORPORATE GOVERNANCE

The Report on Corporate Governance for FY 2023-24 as stipulated under Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is attached herewith and forms a part of this report Annexure "D".

Your Company is committed to maintain the highest standards of Corporate Governance, reinforcing the valuable relationship between the Company and its Stakeholders.

23) MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management s Discussion and Analysis Report provides a perspective of economic and social aspects material to your Company s strategy and its ability to create and sustain value to your Company s key stakeholders. Pursuant to the provisions of Regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management s Discussion and Analysis Report capturing your Company s performance, industry trends and other material changes with respect to your Company for the year ended 31^st March, 2024 is attached to this report as Annexure "E".

24) CORPORATE SOCIAL RESPONSIBILITY

During the year, the Company was required to spend 5,16,576.50/- (2% of the average net profit of the past three financial years). The total amount spent during the financial year 2023-24 was 2,83,111/- and remaing amount of 2,33,465.50/- has been used agianst the amount available for set off . Corporate Social Responsibility is an integral part of the Company s ethos and policy and it has been pursuing on a sustained basis. As a part of its initiative under the "Corporate Social Responsibility" (CSR) drive and the CSR Activities undertaken by the Company were under the thrust areas are in accordance with Schedule VII of the Act and the Company s CSR policy.

In order to incorporate the latest amendments made to the provisions of the Act and based on the recommendations of the CSR Committee, the Board of Directors at its meeting held on April 30, 2021 had revised the CSR Policy of the Company. A gist of key amendments is as under:

? Definitions of various terminologies used in the policy have been amended to reflect the latest amendments made to provisions of the Act; ? Provisions relating to implementation of CSR programmes through registered CSR entities have been included consequent to modifications in the provisions of the Act; ? Concept of Annual Action Plan has been introduced in line with the provisions of the Act; ? Provisions relating to dealing with unspent/ excess CSR expenditure have been included; and ? Annexure on reporting of CSR expenditure has been revised consequent to changes in the Act.

The Report on CSR activities as required under the Companies (CSR Policy) Rules, 2014 along with the brief outline and contents of the CSR policy are annexed as "Annexure F and forms an integral part of this Report. The Policy has been uploaded on Company s website at https://www.betexindia.com/pdf/AMENDED_CSR%20POLICY_BETEX.pdf

25) FIXED DEPOSITS

During the year under review, your Company has neither accepted / renewed any deposits during the year nor has any outstanding deposits within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

26) WHISTLE BLOWER POLICY / VIGIL MECHANISM

In compliance with the provisions of section 177(9) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a vigil mechanism for the Directors and employees of the Company to report concerns about unethical behaviour, actual or suspected incidents of fraud or violation of Code of Conduct.

Under this policy, your Company encourages its employees to report any reporting of fraudulent financial or other information to the stakeholders, and any conduct that results in violation of the Company s code of business conduct, to the management (on an anonymous basis, if employees so desire). The Vigil Mechanism / Whistle Blower Policy may be accessed on the Company s website at https://www.betexindia.com/vigil_policy.html

27) BUSINESS RESPONSIBILITY REPORT

Your Company shall not be mandatorily required to submit Business Responsibility Report for the year ended 31^st March, 2024 as stipulated under Regulation 34 of the SEBI Listing Regulations, Provided that where the provision of the Act becomes applicable to the Company at a later date, the Company shall comply with the requirements within stipulated time from the date on which the provisions become applicable to the Company. management strategy is to identify, assess and mitigate any significant risks. We have established processes and guidelines, along with a strong overview and monitoring framework at the Board and Senior Management levels.

The Board of Directors regularly review risks and threats and takes suitable steps to safeguard its interest and that there is no element of risk identified that may threaten the existence of the Company. The focus shifts from one area to another area depending upon the prevailing situation. A detailed report on significant risks and mitigation is forming part of Management s Discussion and Analysis.

29) MAINTENANCE OF COST RECORD &AUDIT

The Cost accounts and records as required to be maintained under Section 148 (1) of Act are duly made and maintained by the Company. However, the provision of cost audit does not apply to your Company.

30) PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

During the financial year ended March 31, 2024, all transactions with the Related Parties as defined under the Act read with Rules framed thereunder, were in the ordinary course of business and at arm s length basis. Your Company does not have a Material Subsidiary as defined under Regulation 16(1)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) (the "Listing Regulations").

There are no materially significant related party transactions entered into by the Company with Promoters, Directors, Key Managerial Personnel or other related parties which may have a potential conflict with the interest of the Company at large. During the year, the Company has not entered into related party transactions which could be considered as material in accordance with the Policy on Related Party Transactions of the Company. All related party transactions for the year are placed before the Audit Committee as well as before the Board for approval. The transactions entered into with related parties are reviewed on a quarterly basis by the Audit Committee.

Policy for determining material related party is available at link https://www.betexindia.com/pdf/Policy-on-Matreriality-in-Related-Party-Transaction.pdf .

The Company in terms of Regulation 23 of the Listing Regulations submits on the date of publication of its standalone financial results for the half year ended 30.09.2023 and year ended on 31.03.2024, disclosures of related party transactions, in the format specified by the SEBI. The said disclosures are available on the Company s website at https://www.betexindia.com/ .

Form AOC-2 pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, is set out in "Annexure G" to this Report. Also suitable disclosure as required under IND AS-24 has been made in Note to the Financial Statement.

31) DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder at workplace.All employees (permanent, contractual, temporary, trainees) are covered under this policy.

During the Financial Year 2023-24, the Company had not received any complaints and no complaints were pending as on 31^st March, 2024. Further, the Company ensures that there is a healthy and safe atmosphere for every women employee at the workplace. The policy on Sexual Harassment at Workplace is placed on the Company s website at https://www.betexindia.com/pdf/Policy-on-Sexual-Harassment-of-Women-at-Workplace.pdf .

32) HUMAN RESOURCES &INDUSTRIAL RELATIONS

The Company treats its "Human Resources" as one of its most important assets. The Company s culture promotes an environment that is transparent, flexible, fulfilling and purposeful. The Company is driven by passionate and highly engaged workforce. This is evident from the fact that the Companycontinues to remain the industry benchmark for talent retention.

During the year under review, there was a cordial relationship with all the employees. The Directors would like to acknowledge and appreciate the contribution of all employees towards the performance of the Company.

33) INSURANCE

All the properties of the Company including buildings, plant and machineries and stocks have been adequately insured.

34) LOANS, GUARANTEES OR INVESTMENT MADE UNDER SECTION 186 OF THE COMPANIES ACT, 2013

The loans given, investments made and guarantees given & securities provided during the year under review, are in compliance with the provisions of the Act and rules made thereunder and details thereof are given in the notes to the Standalone Financial Statements.

35) EMPLOYEE STOCK OPTION

The company has not issued any Employee Stock Option.

36) CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information in accordance with the provisions of Section 134 (3) (m) of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 as amended from time to time regarding conservation of energy, technology absorption and foreign exchange earnings and outgo is given in the

" Annexure-H", forming part of the report.

37) SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

During the year under review, no significant or material orders were passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its operations in future.

38) ANNUAL RETURN

A copy of the Annual Return of the Company for the Financial year 2023-24, as required under Section 92 (3) of the Companies Act, 2013 and

Rule 12 of the Companies (Management and Administration) Rules, 2014 shall be placed on the Company s website. The web-link as required under the Act is as under https://www.betexindia.com/pdf/Draft%20Form%20MGT-7%202023-24.pdf .

39) PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading in compliance with the SEBI (Prohibition & Insider Trading) Regulations, 2015, as amended from time to time, with a view to regulate the trading in securities by the Directors and Designated Employees of the Company. The Code requires pre-clearance for dealing in the Company s shares and prohibits the purchase or sale of shares of the Company by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the code. All Directors and the designated Employees have confirmed compliance with the code.

40) DISCLOSURE ABOUT THE APPLICATION AS MADE OR ANY PROCEEDING IS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE (IBC), 2016

During the year under review, no application has been made or any proceeding is pending under the Insolvency and Bankruptcy Code (IBC), 2016.

41) DISCLOSURE ABOUT THE DIFFERENCE BETWEEN THE AMOUNTS OF VALUATION EXECUTED AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUION ALONG WITH THE REASON THEREOF

During the year under review, no valuation has been executed with Bankers of the Company for one time settlement hence the question of difference between the amounts of valuation at the time of one time settlement and valuation at the time of taking loan does not arises.

42) DEPOSITORY SYSTEM

As members are aware, the company s shares are compulsorily tradable in the electronic form. As on March 31, 2024 almost 78.12% of the

Company s total paid-up capital representing 15,00,000 shares were in dematerialized form. In view of the numerous advantages offered by the Depository system, members holding shares in physical mode are advised to avail of the facility of dematerialization on either of the Depositories.

43) ENVIRONMENT, HEALTH AND SAFETY (EHS)

The Company is conscious of the importance of Safety & Health of the employees have always assumed the highest importance in your company. The management is committed to ensure zero harm to its employees and to all persons within the Company premises. Safety and occupational health responsibilities are integral to the Company s business processes, as spelt out in the Company s Safety, Health and Environment Policies and Procedure.

44) DISCLOSURE ON SECRETARIAL STANDARDS COMPLIANCE

During the year under review, your Company has complied with all the applicable Secretarial Standards issued by The Institute of Company Secretaries of India and approved by the Central Government pursuant to Section 118 of the Companies Act, 2013.

45) JOINT VENTURES, SUBSIDIARIES AND ASSOCIATES

As on 31^st March, 2024, your Company does not have any Joint Ventures, Subsidiaries and Associates Company.

46) CHANGE IN THE NATURE OF BUSINESS

For sustained growth in the future, Company wants to rely on its main business of textile processing. Hence, there is no change in the nature of the business of the Company during the year under review.

47) PREPARATION OF ANNUAL ACCOUNTS FOR FINANCIAL YEAR 2023-24

Pursuant to the MCA Circular regarding applicability of the Companies (Indian Accounting Standards (IND AS) Rules, 2015 the Company is required to prepare its Financial Statements for the Financial year ended 31^st March, 2024 in accordance with IND AS.

48) DISPATCH OF ANNUAL REPORT THROUGH ELECTRONIC MODE

In compliance with the aforesaid MCA Circulars and SEBI Circular, Notice of the AGM along with the Annual Report 2023-24 is being sent only through electronic mode to those Members whose email addresses are registered with the Company, RTA or CDSL / NSDL

("Depositories").

Members may note that the Notice and Annual Report 2023-24 will also be available on the Company s website https://www.betexindia.com/ and website of the Stock Exchange i.e. BSE Limited at www.bseindia.com.

Annexures forming part of this Report

APPRECIATION AND ACKNOWLEDGEMENTS

The Board of Directors is pleased to place on record its appreciation for the continued support received from all stakeholders including government, regulatory authorities and financing institutions. Your Directors also wish to place on record their sincere appreciation for the dedicated efforts and consistent contribution made by the employees at all levels, to ensure that the Company continues to grow and success.