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A Oneindia Venture

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Betex India Ltd.

Mar 31, 2025

Your Directors are pleased to present the 38^th Annual Report of the Company together with the Audited Financial Statements for the Financial Year ended March 31,2025.

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

Die Companyâs financial performance during the year ended 31^st March, 2025 compared to the previous year is summarized below:

(? in Lakhs)
Particulars	2024-25	2023-24
Revenue from operations	9637.99	8940.09
Other Income		73.54
Profit before Financial cost, Depreciation and Exceptional items & Tax (EBIDTA)		663.40
Finance Cost	74.89	103.85
Depreciation	100.61	84.97
Profit before Tax		474.58
Provision for Taxation
-Current tax	73.92	137.35
-Mat Credit	-	-
-Deferred Tax	2.19	4.66
Profit after Tax	195.49	332.57
Taxation for previous year	-	-
Profit available for appropriation	195.49	332.57

2) REVIEW OF PERFORMANCE OF THE COMPANY

During the year under review, the Company has posted higher Revenue from Operation of? 9637.99/- lakhs as compared to ? 8940.09/- lakhs in the corresponding previous year. The company has posted lower Finance Costs of ? 74.89 lakhs as compared to ? 103.85 lakhs in the corresponding previous year. Though the company has incurred lower finance costs but due to higher other manufacturing costs and depreciation during the year under review,it has posted lower Net Profit after tax of? 195.49/- lakhs in the current year as compared to ? 332.57/- lakhs in the corresponding previous year.

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 31,2025.

In compliance with Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI Listing Regulationsâ), the Company has in place a Dividend Distribution Policy, which outlines the guiding principles for declaration of dividend. The said policy is available on the Companyâs website and can be accessed at: https://www.betexindia.coni/pdt7DividendDistributionPolicv.pdf. The contents of the Dividend Distribution Policy are annexed as Annexure-â Aâ and forms an integral part of this Report.

4) MATERIAL CHANGES AND COMMITMENTS

Diere have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this report. There has been no change in the nature of business of the Company.

5) TRANSFER TO RESERVES

During the year under review, your Directors has decided to retain the entire amount of profit for financial year 2024-25 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, 2025, 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 Companyâs 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

SI No.	Name of the Directors	Designation & Category	Reasons and date of appointment / re-appointment / resignation / retirement
1	Mr. Maheshkumar Somani	Non-Executive Director	No change
2	Mr. Manish Somani	Managing Director and CFO	Appointed as Managing Director for a period of five years w.e.f 01.04.2025 in AGM held on 26.09.2024
3	Mr. Ritesh Somani	Whole-Time Director	Re-appointed as Whole-time Director for further period of five years w.e.f 01.04.2025 2025 in AGM held on 26.09/2024
4.	Mrs. Sakshi Sodhani	Non-Executive Independent Director	Appointed as Independent Director for a term of five years w.e.f 01.09.2024 in AGM held on 26.09.2024
5.	Mr. Hanumansingh Shekhawat	Non-Executive Independent Director	No change
6.	Mr. Maheshkumar Rameshwarlal Tiwari	Non-Executive Independent Director	No change
7.	Mrs. Deepa Agarwal	Non-Executive Independent Director	Resigned from the post of Director w.e.f 30.03.2025 due to completion of her two consecutive terms of 5 years.

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 2024-25, Mr. Manish Kumar Somani (DIN: 00356113), Executive Director of the Company liable to retire by rotation was re-appointed in 37^th Annual General Meeting of the Company held on 26^th September, 2024.

> After closing of the financial year, Mr. Maheshkumar Somani (DIN: 00106449) has been proposed to be re-appointed as a Non-Executive Director of the Company w.e.f. 1^st October, 2025 in the Board Meeting held on 13^th August, 2025 and he is proposed to be re-appointed as a Director of the Company in this ensuing AGM to be held on 15^th September, 2025, for a further period of 3 years w.e.f. 1^st October, 2025.

> Director Retire by rotation:

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Ritesh Somani, Whole-time Director of the Company retires by rotation at the forthcoming 38^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. Maheshkumar Somani (DIN: 00106449), Non-Executive Non-Independent Director of the Company will be completed on 30^th September, 2025. The Board of Directors at their Meeting convened on 13^th August, 2025 approves the re-appointment of Mr. Maheshkumar Somani as a Non-Executive Non-Independent Director for a further period of next three years with effect from 01^st October, 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 2025:

1) Mr. Ritesh Somani Whole-time Director

2) Mr. Manish Somani Chief Financial Officer

3) Ms. Swati Somani Company Secretary & Compliance Officer

During the year under review, the term of appointment of Mr. Ritesh Somani and Mr. Manish Somani as a Whole time Director of the Company was completed on 31^st March, 2025. Hence, Mr. Manish Somani was appointed as a Managing Director for a period of five years w.e.f 1^st April, 2025 and Mr. Ritesh Somani was re-appointed as Whole-time Director for further period of five years w.e.f 1^st April, 2025 in Annual General Meeting held on 26^th September, 2024.

9) DECLARATION BY INDEPENDENT DIRECTORS

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(l)(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/pdt76._Familiarisation_Prograimne_for_Independent_Directors.pdf. All new Independent Directors (IDs) included in the Board are presented with an overview of the Companyâs 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 Policv.PDF and

https://www.betexindia.com/pdf/Policv on Board Diversitv.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 organizationâs 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, (5) Five Board Meetings, (5) Five Audit Committee Meetings, (4) Four Stakeholders Relationship Committee Meetings, (4) Four Nomination and Remuneration Committee Meeting, (1) One 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 202425 are included in the Corporate Governance Report. During the year, all the recommendations made by the all Committees were accepted by the Board.

14) MEETINGS OF MEMBERS

During the year under review, 37^th Annual General Meeting of the Company was held on 26^th September, 2024 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 âAnnexure-âBâ forming part of the Annual Report.

The details of top ten employees in terms of remuneration drawn for financial year 2024-25 are as under:
Sr N 0	Name of Employee	Designation	Age (in years)	Salary (per annum)	Qualification	Experience (in years)	Date of Joining	Last Employment at company/firm
1	Ramdas S. Mahajan	Engineer	55	540000	B (MECH)	30	01/12/2016	Akashganga
2	Prem Sukh Sharma	Payment Collector	53	360000	B. COM	20	01/10/2016	Shree Sai Ram
3	Sanjay Kumar Pradhan	AJC Office	34	336000	B.COM	10	01/07/2021	Shree Ji Mills
4	Ujaylal Mourya	Sample Colour Mixture	39	300000	B.SC	13	01/01/2017	Shree Ji Mills
5	Kunj Bihari	Boiler Master	37	288000	ITT	17	01/01/2019	Radha Krishna Mills
6	Ram Karan Yadav	Colour Store	50	265000	B.SC	18	01/10/2015	Parag Syntex
7	Sunil R Mali	Welder	47	253000	ITT	20	01/06/2021	Akash Dyeing.
8	Dasrath Kumar	Folding Supervisor	42	228000	10TH	15	01/01/2021	Akash Dyeing
9	Sampuran Chandra Upadhya	Colour Colour Mix	38	216000	B.COM	16	01/12/2016	Pratibha Mills
10	Rohit Ram Devki Ram.	Dye Operator	45	220000	10TH	15	01/07/2017	Shree Ji Dyeing
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.

The three relatives of Managing Director and /or Whole time Director are are in receipt of remuneration above the prescribed limit as per Section 197(12) of the Act read with Rules 5(2)) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.Details are given hereunder:

Sr. No.	Name of persons	Amount (in lakhs)
1.	Amrita Somani	42.00
2.	Sumandevi Somani	42.00
3.	Arana Somani	42.00

17) STATUTORY AUDITORSâ AND REPORT

M/s. C.P.Jaria & Co., Chartered Accountants, Surat (Firm Registration No. 104058W) was Chartered Accountant for the financial year 2024-25. There are no specific qualifications, reservation or adverse remark or disclaimer made by the statutory auditors in their auditorâs report.

M/s. C.P.Jaria & Co., Chartered Accountants, Surat (Firm Registration No. 104058W) has resigned w.e.f 14^th August, 2025 for the reason of his preoccupancy at other assignments and no any other material reason other than stated here. M/s. H T K S & CO., Chartered Accountant (Firm Regn. No. 111032W), as a Statutory Auditor of the Company, who was appointed by the Board of Directors in meeting held on 13^th August, 2025, due to Resignation of M/s C.P.Jaria & Co.w.e.f 14^th August, 2025 for the reason of busy schedule and heavy work load and no any other material resion other than this stated, from the conclusion of this Annual General Meeting of the Company until the conclusion of the 43^rdAnnual General Meeting of the Company and to authorize the Board of Directors of the Company to fix their remuneration.

Further the Chartered Accountants confirming their eligibility to continue as Auditors of the Company in terms of the provisions of Section 141 of the Companies Act, 2013 and the Rules framed thereunder. They have also confirmed that they hold a valid certificate issued by the Peer Review Board of the ICAI as required under the provisions of Regulation 33 of the Listing Regulations.

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 2025-26.

20) SECRETARIAL AUDITORS

Section 204 of the Act, inter aha, requires every listed company to annex to its Boardâs Report, a Secretarial Audit Report, given in the prescribed form, by a Company Secretary in practice. The Secretarial Audit Report for the financial year ended 31^st March, 2025 in Form MR-3 is annexed herewith and forms part of the Annual Report as Annexure-âCâ. The report contains following qualification, reservation or adverse remarks:

Sr. No	Secretarial Auditorsâ Qualification, Reservation or adverse remarks	Management Justification
1.	Email asking clarification by BSE dated 21.01.2025 regarding significant movement in price of securities under regulation 30 of The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. Company Replied Vide email dated 22.01.2025.	The company has replied the subjected mail on 22.01.2025 and no further clarification asked by BSE till the current date regarding the said matter.

The Board had re-appointed M/s. Dhirren R. Dave & Co., Practising Company Secretaries (UIN No.: P1996GJ002900 & Peer Review No.: 2144/2022), of Surat, as the Secretarial Auditor to conduct Secretarial Audit of the Company for the FY 2024-25 and their Report is annexed to this report (Annexure).

Further pursuant to recent amendments in Regulation 24A of SEBI (LODR), 2015, the appointment of Secretarial Auditor of the Company is required to be approved by the members of the Company. The Board of Directors at Board Meeting held on 30^th May, 2025, has recommended appointment of M/s. Dhirren R. Dave & Co., Practising Company Secretaries (UIN No.: P1996GJ002900) in practice as Secretarial Auditor of the Company for a period of Five (5) years i.e. from FY 2025-2026 to FY 2029-2030 subject to approval of shareholders in the ensuing Annual General Meeting.

said Report for financial year 2024-25 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.coin/pdt75.Amiiial_Secretarial_Compliance_Report_2025.pdf

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 Companyâs 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 2024-25 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 -âDâ.

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 Managementâs Discussion and Analysis Report provides a perspective of economic and social aspects material to your Companyâs strategy and its ability to create and sustain value to your Companyâs 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 Managementâs Discussion and Analysis Report capturing your Companyâs performance, industry trends and other material changes with respect to your Company for the year ended 31^st March, 2025 is attached to this report as Annexure - âEâ.

24) CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility is an integral part of the Companyâs ethos and policy and it has been pursuing on a sustained basis. As a part of its initiative under the âCorporate Social Responsibilityâ (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 Companyâs CSR policy. Elowever, during the year, the Company was not required to spent any amount towards CSR activity as company did not fall under the criteria given under Section 135 of the Companies Act, 2013 hence, the question of disclosure of report of CSR activities in prescribed format does not arise.

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 Companyâs 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 Companyâs website at https://www.betexindia.com/vigil policv.html

27) BUSINESS RESPONSIBILITY REPORT

Your Company shall not be mandatorily required to submit Business Responsibility Report for the year ended 31^st March, 2025 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.

28) RISK MANAGEMENT

Risk Management is the systematic process of understanding, measuring, controlling and communicating organizationâs risk exposures while achieving its objectives. Risk Management is an important business aspect in the current economic environment and its objective is to identify, monitor and take mitigation measures on a timely basis in respect of the events that may pose risks for the business. The Companyâs risk-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 Managementâs 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, 2025, 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 amiâs length basis. Your Company does not have a âMaterial Subsidiaryâ as defined under Regulation 16(1 )(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) (the âListing Regulationsâ).

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/pdl7Policv-on-Matrerialitv-in-Related-Partv-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 30.09.2024 and year ended on 31.03.2025, disclosures of related party transactions, in the format specified by the SEBI. The said disclosures are available on the Companyâs 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 â Annexure Fâ 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 2024-25, the Company had not received any complaints and no complaints were pending as on 31^st March, 2025. 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 Companyâs website at https://www.betexindia.com/pdl7Policv-on-Sexual-Harassment-of-Women-at-Workplace.pdf.

32) HUMAN RESOURCES & INDUSTRIAL RELATIONS

The Company treats its âHuman Resourcesâ as one of its most important assets. The Companyâs 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 âAnnexure-Gâ, 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 2024-25, 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 Companyâs website. The web-link as required under the Act is as under https://www.betexindia.com/pdf/Draft_MGT-7_2024-25.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 Companyâs 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 âTrading Windowâ is closed. The Board is responsible for implementation of the code. All Directors and the designated Employees have continued 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 companyâs shares are compulsorily tradable in the electronic form. As on March 31, 2025 almost 78.11% of the Companyâs 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 Companyâs business processes, as spelt out in the Companyâs 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, 2025, 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 2024-25

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, 2025 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 2024-25 is being sent only through electronic mode to those Members whose email addresses are registered with the Company, RTA or CDSL / NSDL (âDepositoriesâ).

Members may note that the Notice and Annual Report 2024-25 will also be available on the Companyâs 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
Annexure	Particulars
Annexure- A	Dividend Distribution Policy
Annexure -B	Disclosures on remuneration of directors and employees of the Company
Annexure -C	Secretarial Audit Report
Annexure - D	Corporate Governance Report
Annexure - E	Managementâs Discussion and Analysis Report
Annexure - F	Form AOC-2
Annexure - G	Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

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.

Mar 31, 2024

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.

1) FINANCIAL HIGHLIGHTS

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

(? in Lakhs except per share data)

Particulars	2023-24	2022-23
Revenue from operations	8940.09	7459.97
Other Income		21.90
Profit before Financial cost, Depreciation and Exceptional items & Tax (EBIDTA)		536.34
Finance Cost	103.85	38.80
Depreciation	84.97	69.15
Profit before Tax		428.39
Provision for Taxation	-	-
Current tax	137.35	106.81
Mat Credit	-	1.96
Deferred Tax	4.66	3.50
Profit after Tax	332.57	316.12
Taxation for previous year	-	-
Profit available for appropriation	332.57	316.12

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

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-âAâ and forms an integral part of this Report. The Policy has been uploaded on Companyâs website at https://www.betexindia.com/pdt7DividendDistributionPohcv.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.

7) DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

BOARD OF DIRECTORS

SI No.	Name of the Directors	Designation & Category	Reasons and date of appointment / re-appointment / resignation / retirement
1	Mr. Maheshkumar Somani	Non-Executive Director	During the year under review, no director has been appointed or reappointed and resigned from their posts in the company.
2	Mr. Manish Somani	Whole-Time Director and CFO
3	Mr. Ritesh Somani	Whole-Time Director
5.	Mrs. Deepa Agarwal	Non-Executive Independent Director
6.	Mr. Hanumansingh Shekhawat	Non-Executive Independent Director
7.	Mr. Maheshkumar Rameshwarlal Tiwari	Non-Executive Independent Director

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)

1) Mr. Ritesh Somani Whole-time Director

2) Mr. Manish Somani Chief Financial Officer

3) Ms. Swati Somani Company Secretary & Compliance Officer

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.

9) DECLARATION BY INDEPENDENT DIRECTORS

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/pdt73.FamiliarisationPrograimneforIndependentDirectors.pdf All new Independent Directors (IDs) included in the Board are presented with an overview of the Companyâs business operations, products, organization structures and about the Board Constitutions and its procedures.

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

Remuneration Policy And Board Diversity Policy:

https://www.betexindia.com/pdf/Policv on Board Diversitv.PDF

12) EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

13) MEETINGS OF THE BOARD & COMMITTEES

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 202324 are included in the Corporate Governance Report. During the year, all the recommendations made by the all Committees were accepted by the Board.

14) MEETINGS OF MEMBERS

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;

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

Information on particulars of employeesâ 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:

Sr. No	JName ol Employee	Designation	Age (in years)	Salary (per annum)	Qualification	Expenence (in years)	Date ot Joining	Last Employment at company/firm
1	Ramdas S. Mahajan	Engineer	55	444000	B (MECH)	30	01/12/2016	Akashganga
2	Prem Sukli Sharma	Payment Collector	53	360000	B. COM	20	01/10/2016	Shree Sai Ram
3	Sanjay Kumar Pradhan	A/C Office	34	312000	B.COM	10	01/07/2021	Shree Ji Mills
4	Ujaylal Mourya	Sample Colour Mixture	39	300000	B.SC	13	01/01/2017	Shree Ji Mills
5	Kunj Bihari	Boiler Master	37	288000	ITT	17	01/01/2019	Radha Krishna Mills
6	Ram Karan Yadav	Colour Store	50	265000	B.SC	18	01/10/2015	Parag Syntex
7	Sunil R Mali	Welder	47	253000	ITT	20	01/06/2021	Akash Dyeing.
8	Dasrath Kumar	Folding Supervisor	42	228000	10TH	15	01/01/2021	Akash Dyeing
9	Sampuran Chandra Upadhya	Colour Colour Mix	38	216000	B.COM	16	01/12/2016	Pratibha Mills
10	Rohit Ram Devki Ram.	Dye Operator	45	180000	10TH	15	01/07/2017	Shree Ji Dyeing

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 AUDITORSâ AND REPORT

M/s C.P.Jaria & Co., Chartered Accountants, Surat (Finn 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 Auditorsâ 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

19) INTERNAL AUDITORS

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-âCâ. The report contains following qualification, reservation or adverse remarks:

Sr. No	Secretarial Auditorsâ Qualification, Reservation or adverse remarks	Management Justification
1.	Email asking clarification by BSE dated 23.0L2024 regarding Appointment of KMP viz. MD/CEO/Manager as per Section 203(l)(i) of the Companies Act, 2013, for the period 30.09.2023. Company Replied Vide email dated 24.01.2024	The company has replied the subjected mail on 24.01.2024 and no further clarification asked by BSE till the current date regarding the said matter.

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.eom/pdf/2.AimualSecretarialComplianceReportfortlieFinancialYear2023-24.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

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 -âDâ.

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 Managementâs Discussion and Analysis Report provides a perspective of economic and social aspects material to your Companyâs strategy and its ability to create and sustain value to your Companyâs 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 Managementâs Discussion and Analysis Report caphiring your Companyâs 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 - âEâ.

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 Companyâs ethos and policy and it has been pursuing on a sustained basis. As a part of its initiative under the âCorporate Social Responsibilityâ (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 Companyâs 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:

â¢ Definitions of various terminologies used in the policy have been amended to reflect the latest amendments made to provisions of the Act;

â¢ Provisions relating to implementation of CSR programmes through registered CSR entities have been included consequent to modifications in the provisions of the Act;

â¢ Concept of Annual Action Plan has been introduced in line with the provisions of the Act;

â¢ Provisions relating to dealing with unspent/ excess CSR expenditure have been included; and

â¢ 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 âAnnexure âFâ and forms an integral part of this Report. The Policy has been uploaded on Companyâs website at https://www.betexindia.com/pdf/AMENDED CSR%20PQLICY BETEX.pdf

25) FIXED DEPOSITS

26) WHISTLE BLOWER POLICY / VIGIL MECHANISM

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.

28) RISK MANAGEMENT

29) MAINTENANCE OF COST RECORD &AUDIT

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 amiâs length basis. Your Company does not have a âMaterial Subsidiaryâ as defined under Regulation 16(l)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (as amended) (the âListing Regulationsâ).

Policy for determining material related party is available at link https://www.betexindia.com/pdf/Policv-on-Matrerialitv-in-Related-Partv-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 Companyâs 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 âAnnexure Gâ 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

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 Companyâs website at https://www.betexindia.com/pdf/Policv-on-Sexual-Harassinent-of-Women-at-Workplace.pdf.

32) HUMAN RESOURCES & INDUSTRIAL RELATIONS

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

35) EMPLOYEE STOCK OPTION

The company has not issued any Employee Stock Option.

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

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

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 Companyâs website. The web-link as required under the Act is as under https://www.betexindia.com/pdf/Draft%20Fonn%20MGT-7%202023-24.pdf.

39) PREVENTION OF INSIDER TRADING

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.

42) DEPOSITORY SYSTEM

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

44) DISCLOSURE ON SECRETARIAL STANDARDS COMPLIANCE

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

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

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 (âDepositoriesâ).

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

Annexiires formina nart of this Renort

Annexure	Particulars
Annexure- A	Dividend Distribution Policy
Annexure -B	Disclosures on remuneration of directors and employees of the Company
Annexure -C	Secretarial Audit Report
Annexure - D	Corporate Governance Report
Annexure - E	Managementâs Discussion and Analysis Report
Annexure - F	Annual Report on CSR activities
Annexure - G	Form AOC-2
Annexure - H	Particulars of Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

APPRECIATION AND ACKNOWLEDGEMENTS

By Order of the Board of Directors BETEX INDIA LIMITED

^ MAHESHKUMAR SOMANI

Date : 31^st August, 2024 .

_ Chairperson

^{PlaCC: Surat} DIN: 00106449

Registered office:

436, GIDC, PANDESARA,

SURAT 394221, GUJARAT (INDIA)

CIN: L17119GJ1992PLC018073 Tel: 91 0261 2898595/96 E-mail: cornoratct/ bctcxindia. com Website: www.betexindia.com

Mar 31, 2015

The Directors have pleasure in presenting the Annual Report and Audited Statement of Accounts for the year ended 31st March, 2015.

FINANCIAL RESULTS

(Rs. In Lacs)

Particulars 2014-15 2013-14

Sales & Income form operation 4399.44 3904.06

Other Income 24.56 33.58

Profit before Financial cost , Depreciation 341.21 336.86 and Exceptional items & Tax (EBIDTA)

Interest 92.32 72.04

Depreciation 130.80 123.61

Profit before Tax 118.09 141.21 Provision for Taxation

Current tax 23.62 36.14

Mat Credit -20.99 -3.48

Deferred Tax -6.98 -7.25

Profit after Tax 122.44 115.80

Taxation for previous year -8.06 19.05

profit available for appropriation 130.50 96.75

Dividend on Equity & Pref. Shares - - Transfer to General Reserve

OPERATIONS

The company has posted a satisfactory performance for the year under review. Income from operation of the company has increased from Rs.3904.06 Lacs to Rs. 4399.43 Lacs. EBIDTA has been increased from Rs.336.86 Lacs to Rs. 341.21 Lacs and Net profit after Tax has been increased from Rs.96.75 Lacs to Rs.130.50 Lacs in comparison to last year. Our earning per shares stand at Rs.8.70 and Book Value per Shares at Rs.121.46 (Based on equity shares) as on 31st March, 2015.

DIVIDEND

The Board of directors do not recommended to declare dividend during the year due to ploughing back the profit to be utilized in the setting up new modification cum expansion programs and general corporate purposes.

DEPOSITORY SYSTEM

As members are aware, the company's shares are compulsorily tradable in the electronic form. As on March 31, 2015 almost 78.11% 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.

FIXED DEPOSITS

The Company has not invited deposits from public in accordance with the Section 73 and 74 of the Companies Act, 2013 (corresponding Section 58 A of the Companies Act, 1956) .

DIRECTORS

Mr. Rakesh Kumar Somani (DIN No.: 00274613), Director of the company, would retire by rotation at the ensuing Annual General Meeting and he has shown his unwillingness to get reappointed. Accordingly at the conclusion of AGM he will cease to be a director.

Mr. Raj Kumar Somani, Mr. Ritesh Kumar Somani and Mr. Manish Kumar Somani has been appointed as Executive Director of the company w.e.f. 01.04.2015 subject to the approval of members in the ensuing Annual General Meeting to be held on 30.09.2015.

DETAILS OF COMMITTEE DIRECTORS

The Committee shall comprise of at least two non-executive directors. The Board may appoint the Chairperson of the Committee whether executive or non-executive as member of this committee.

Composition of Audit Committee of Directors, Nomination and Remuneration Committee of Directors and Stakeholders Relationship/Grievance Committee of Directors, number of meetings held of each Committee during the financial year 2014-15 and meetings attended by each member of the Committee as required under the Companies Act, 2013 are provided in Corporate Governance Report and forming part of the report.

AUDITORS

a) Statutory Auditors

In compliance with the Companies (Audit and Auditors) Rules, 2014, the Members, at the 27th Annual General Meeting of the Company held on September 30, 2014, appointed M/s. B. Chordia & Co., Chartered Accountants, (ICAI registration no.: 121083W) as Statutory Auditors of the Company to hold the office until the conclusion of the next Annual General Meeting of the Company. Members are requested to re-appoint them at the Annual General Meeting.

b) Secretarial Auditors

M/s. Dhiren R. Dave, Practising Company Secretaries (CP No. 2496, Membership No. 4889) were appointed as Secretarial Auditor, to conduct secretarial audit of the company for the financial year 2014-15. The Secretarial Audit Report for the financial year ended 31 March, 2015 is annexed herewith and forms part of the Annual Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

The Board has re-appointed Dhiren R. Dave, Practising Company Secretaries, as secretarial auditors of the Company for the financial year 2015-16.

MANAGEMENT DISCUSSION AND ANALYSIS

In terms of Clause 49 (VIII) (D) of the Listing Agreement with the Stock Exchanges, the Management Discussion and Analysis Report for the FY 2014-15 duly reviewed by Audit Committee and approved by Board forms part of this Report.

PERSONNEL AND RELATED DISCLOSURES

The Board of Directors wishes to express their appreciation to all the employees for their outstanding contribution to the operations of the company. Pursuant to the provisions of the Companies (Appointment & Remuneration of managerial personnel) rules 2014, no employee is drawing remuneration in excess of the prescribed limits. Your company also appreciates that revenue and profit growth cannot take place without the right equality of people. To that effect, your company has undertaken a series of measures that ensures that the most appropriate people are recruited in to the organization.

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 are provided in Annexure forming part of the Annual Report.

INTERNAL CONTROL SYSTEM

Your Company has a well established Internal Control system to ensure an effective internal control environment that provides assurance on the efficiency of conducting business, including adherence to the Company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosures. The Internal Auditor certifies on the assurance of adequacy of Internal Control System on quarterly basis which are regularly reviewed by the Audit Committee. Independence of the audit is ensured by the direct reporting of internal audit function to the Audit Committee of the Board.

INDUSTRIAL RELATIONS

The Company continued to maintain harmonious and cordial relations with its workers in all its businesses during the year under report. Your company firmly believes that a dedicated work force constitute the primary source of sustainable competitive advantage.

RISK MANAGEMENT

Risk Management is the systematic process of understanding, measuring, controlling and communicating organization's risk exposures while achieving its objectives. The company's risk management policy stems from a philosophy of pursuing sustainable growth and creating economic value while calibrating and mitigating risks. 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. The Risk Management Policy has been reviewed and found adequate to the requirements of the Company by independent firms of Chartered Accountants and approved by the Board. A detailed report on significant risks and mitigation is forming part of Management's Discussion and Analysis.

INSURANCE

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

EMPLOYEE STOCK OPTION

The company has not issued any Employee Stock Option.

CASH FLOW ANALYSIS

The Cash Flow Statement for the year under reference in terms of Clause 32 of the Listing Agreement with the stock exchanges forms part of the Annual Report.

CONTRACTS AND ARRANGEMENT WITH RELATED PARTY

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. Such transactions form part of the notes to the financial statements provided in this Annual Report.

CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of corporate governance and adhere to the corporate governance requirements set out by SEBI. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms integral part of this Annual Report.

i) The Company has complied with all the mandatory provisions of Clause 49 of the Listing Agreement relating to the Corporate Governance.

ii) Pursuant to Clause 49 of the listing agreement with Stock-Exchanges, Corporate Governance Report and Auditors Certificate regarding compliance of conditions of Corporate Governance and a Management Discussion and Analysis Statement as stipulated under Clause 49 of the Listing agreement forms integral part of this Annual Report.

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.

DECLARATION OF INDEPENDENCE BY THE INDEPENDENT DIRECTORS

Pursuant to Section 149(6) of the Companies Act, 2013, Independent Directors of the Company have made a declaration confirming the compliance of the conditions of the independence stipulated in the aforesaid section.

WHISTLE BLOWER MECHANISM

In order to ensure that the activities of the Company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behaviour, the Company has adopted a Vigil mechanism/Whistle Blower Policy.

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

Nomination & Remuneration Policy

The Nomination and Remuneration Committee and this Policy shall be in compliance with Section 178 of the Companies Act, 2013 read along with the applicable rules thereto and Clause 49 under the Listing Agreement (as may be amended from time to time). Emphasis is given to persons from diverse fields or professionals.

a) Ability to contribute and monitor our corporate governance practices.

b) Ability to contribute by introducing international practices to address top-management issues.

c) Active participation in long-term strategic planning.

d) Commitment to the fulfilment of a director's obligations and fiduciary responsibilities.

KEY MANAGERIAL PERSON

Mr. Raj Kumar Somani who is Managing Director (Executive), Mr. Manish Kumar Somani , the Executive Director and Chief Financial Officer who have been appointed before commencement of the Companies Act, 2013 are the Key Managerial Personnel of the company.

ACKNOWLEDGEMENT

Your Directors would like to express their grateful appreciation for the assistance and co-operation received from the Financial Institutions, Banks, Government Authorities and Shareholders during the year under review. Your Directors wish to place on record their deep sense of appreciation for devoted services of the Executives, Staff and workers of the Company for its success.

On behalf of the Board of Directors

Sd/- Place : Surat Mahesh Kumar Somani

Dated : 14.08.2015 Chairman

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the Annual Report and the Audited Accounts for the financial year ended 31st March, 2014.

OPERATIONS

Particulars Amount (in Rs.)

Sales/ Income 390405874.00

Other Income 3357837.00

Expenditure 379643155.00

Profit(loss) before tax 14120556.00

Profit(loss) after tax 9674539.00

FIXED DEPOSIT

The Company has not accepted any deposits during the year.

DIRECTORS

Directors liable to retire by rotation and being eligible offer themselves for appointment.

DIRECTORS'' RESPONSIBILITY STATMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act,1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departure.

(ii) that 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 or loss of the company for the year under review.

(iii) that 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.

(iv) that the directors had prepared the annual accounts on a going concern basis.

AUDITOR

M/s.B.CHORDIA & CO., Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting. Members are requested to re-appoint them at the Annual General Meeting.

PERSONNEL

The company has not paid any remuneration attracting the provisions of Companies (Particulars of Employees) Rules, 1975 read with Section 217(2A) of the Companies Act, 1956. Hence no information is required to be appended to this report in this regard.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

Conservation of Energy and Technology absorption:

Power & Fuel Expenses Rs. 4,11,11,198/-

Gas Consumption Rs. 3,97,85,720/-

Foreign exchange earnings or outgo during the year: Rs. NIL/-

ACKNOWLEDGEMENT

Your Directors wish to place on record their immense appreciation for the assistance and co-operation received from various statutory authorities.

For and on behalf of the Board of Directors

MAHESHKUMAR SITARAM SOMANI CHAIRMAN

DATE : 30/05/2014 PLACE : Surat

Mar 31, 2011

The Directors have pleasure in presenting the Annual Report and the audited accounts for the financial year ended 31st March, 2011.

OPERATIONS

Particulars Amount (in Rs .)

Sales/ Income 305791315 .00

Other Income 1813382.00

Expenditure 290120769.00

Profit (loss) before tax 17483928.00

Profit(loss) after tax 12309181.00

FIXED DEPOSIT

The Company has not accepted any deposits during the year.

DIRECTORS

Directors liable to retire by rotation and being eligible offer themselves for appointment.

DIRECTORS' RESPONSIBILITY STATMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect to Directors' Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departure.

(ii) that 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 or loss of the company for the year under review.

(iii) that 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.

(iv) that the directors had prepared the annual accounts on a going concern basis.

AUDITOR

M/s. RRA & CO., Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting. Members are requested to re-appoint them at the Annual General Meeting.

PERSONNEL

The company has not paid any remuneration attracting the provisions of Companies (Particulars of Employees) Rules, 1975 read with Section 217(2A) of the Companies Act, 1956. Hence no information is required to be appended to this report in this regard.

ACKNOWLEDGEMENT

Your Directors wish to place on record their immense appreciation for the assistance and co-operation received from various statutory authorities.

For and on behalf of the Board of Directors.

MAHESHKUMAR SITARAM SOMANI

CHAIRMAN

DATE : 02/09/2011

PLACE : Surat

Mar 31, 2010

The Directors have pleasure in presenting the Annual Report and the audited accounts for the financial year ended 31st March, 2010.

OPERATIONS

Sales/Income Rs. 206,395,264

Other Income Rs. 3,977,125

Expenditure Rs. 202,918,579

Profit/(loss) Rs. 7,453,810

FIXED DEPOSIT

The Company has not accepted any deposits during the year.

DIRECTORS

Directors liable to retire by rotation and being eligible offer themselves for reapointment.

DIRECTORS RESPONSIBILITY STATMENT

Pursuant to the requirement under Section 217(2AA) of the companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the annual accounts, the applicable accounting standards had been followed alongwith proper explanation relating to material departure.

(ii) that the directors had selected such accounting policies and applied them cosistantly and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of afairs of the company at the end of the financial year and of the profit or loss of the company for the year under review.

(iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safegaurding the assets of the company and for preventing and detecting fraud and other irregularities.

(iv) that the directors had prepared the annual accounts on a going concern basis.

AUDITORS

M/s. RRA & CO., Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting. Members are requested to re-appoint them at the Annual General Meeting.

PERSONNEL

The company has not paid any remuneration attracting the provisions of Companies (Particulars of Employees) Rules, 1975 read with Section 217(2a) of the Companies Act, 1956. Hence no information is required to be appended to this report in this regard.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

Particulars required to be furnished in this report under section 217(l)(e) of the Companies Act, 1956, relating to conservation of energy and technology absorption and foreign exchange earnings or outgo during the year are not applicable for the year under review, and hence not furnished.

ACKNOWLEDGEMENT

Your Directors wish to place on record their immense appreciation for the assistance and co-operation received from various statutory authorities.

For and on behalf of the Board of Directors. Chairman.

CHIARMAN

DATE: 30/08/2010

PLACE:Surat

Mar 31, 2009

The Directors have pleasure in presenting the Annual Report and the audited accounts for the financial year ended 31st March, 2009.

OPERATIONS

Sales Rs. 181,119,534

Other income Rs. 1,659,974

Expenditure Rs. 175,374,155

Profit/(Loss) Rs. 7,405,353

FIXED DEPOSIT

The Company has not accepted any deposits during the year.

DIRECTORS

Shri Mahesh Somani retires by rotation and being eligible offer himself for reapointment.

DIRECTORS RESPONSIBILITY STATMENT

Pursuant to the requirement under section 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed:

(i) that in the preparation of the annual accounts, the applicable accounting standards had been followed alongwith proper explanation relating to material departure.

(ii) that the directors had selected such accounting policies and applied them cosistantly and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of afairs of the company at the end of the financial year and of the profit or loss of the company for the year under review.

(iii) that the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safegaurding the assets of the company and for preventing and detecting fraud and other irregularities.

(iv) that the directors had prepared the annual accounts on a going concern basis.

AUDITORS

M/s. RRA & Co., Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting. Members are requested to re-appoint , them at the Annual General Meeting.

PERSONNEL

The company has not paid any remuneration attracting the provisions of

PAGE NO 2

Companies (Particulars of Employees) Rules, 1975 read with section 217(2a) of the companies Act, 1956. Hence no information is required to be appended to this report in this regard.

ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE

Power and Fuel Rs. 10,219,507

Gas consumption Rs. 32,789,812

No foreign exchange earnings and outgoings.

ACKNOWLEDGEMENT

Your Directors wish to place on record their immense appreciation for the assistance and co-operation received from various statutory authorities.

For and on behalf of the Board of Directors.

Chairman.

DSAD

DATE :01/09/2009 PLACE :surat

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