Betex India Ltd Directors Report

Your Directors are pleased to present the 39th Annual Report of the Company together with the Audited Financial Statements for the Financial Year ended March 31, 2026.

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 Companys financial performance during the year ended 31st March, 2026 compared to the previous year is summarized below:

(? in Lakhs)

Particulars	2025-26	2024-25
Revenue from operations	10,033.85	9,637.99
Other Income	217.47	97.15
Profit before Financial cost, Depreciation and Exceptional items & Tax (EBITDA)	924.27	447.10
Finance Cost	67.83	74.89
Depreciation	94.09	100.61
Profit before Tax	765.98	271.60
Provision for Taxation - Current tax	188.39	73.92
- Mat Credit	-	-
Deferred Tax	10.97	2.19
Add/ (Less): Share of profit/(loss) from jointly controlled entities and associates	2.39	0.89
Profit after Tax	569.02	196.37
Other Comprehensive Income	106.71	-
Total Comprehensive Income for the year	675.73	196.37

2) REVIEW OF PERFORMANCE OF THE COMPANY

During the year under review, the Company recorded higher Revenue from Operations of ?10,033.85/- lakhs as compared to ?9,637.99/- lakhs in the corresponding previous year. The company has posted lower Finance Costs of ?67.83/- lakhs as compared to ?74.89/- lakhs in the corresponding previous year. Further, lower manufacturing costs and depreciation contributed to improved profitability. The Company reported a higher Net Profit after Tax of ?566.63/- lakhs as compared to ?195.49/- 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, 2026.

In compliance with Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"), 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 Companys website and can be accessed at: https://www.betexindia.com/pdf/DividendDistributionPolicy.pdf. The contents of the Dividend Distribution Policy are annexed as Annexure-A and forms an integral part of this Report.

4) MATERIAL CHANGES AND COMMITMENTS

There 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 2025-26 in the statement of profit and loss and do not proposed to transfer any amount to Reserves.

6) SHARE CAPITAL

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/6_Familiarisation_Programme_for_Independent_Directors.pdf. All new Independent Directors (IDs) included in the Board are presented with an overview of the Companys 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 organizations 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, (4) Four Audit Committee Meetings, (4) Four Stakeholders Relationship Committee Meetings, (4) Four Nomination and Remuneration Committee Meeting, and (1) one Separate Meeting of Independent Directors were held. No meeting of the Corporate Social Responsibility Committee was held during the year. 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 2025-26 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, 38th Annual General Meeting of the Company was held on 15th September, 2025 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.

The details of top ten employees in terms of remuneration drawn for financial year 2025-26 are as under:

Sr. No.	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	56	600000	B (MECH)	30	01/12/2016	Akashganga
2	Prem Sukh Sharma	Payment Collector	54	396000	B. COM	20	01/10/2016	Shree Sai Ram
3	Sanjay Kumar Pradhan	A/C Office	35	360000	B.COM	10	01/07/2021	Shree Ji Mills
4	Sanwar Singh Rajpurohit	Payment collector	40	489000	B.COM	30	01/04/2025	Shree Ji Mills
5	Kunj Bihari	Boiler Master	38	300000	ITI	17	01/01/2019	Radha Krishna Mills
6	Thakor Tadel	Boiler Master	55	350400	ITI	30	01/04/2025	Parag Sentyex
7	Sunil R Mali	Welder	48	360000	ITI	20	01/06/2021	Akash Dyeing.
8	Dasrath Kumar	Folding Supervisor	43	300000	10TH	15	01/01/2021	Akash Dyeing
9	Sampuran Chandra Upadhya	Colour Colour Mix	39	288000	B.COM	16	01/12/2016	Pratibha Mills
10	Rohit Ram Devki Ram.	Dye Operator	46	244550	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 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	90.00
2.	Sumandevi Somani	90.00
3.	Aruna Somani	90.00

17) STATUTORY AUDITORS AND REPORT

M/s. H T K S & CO, Chartered Accountants, Surat (Firm Registration No. 111032W) was Chartered Accountant for the financial year 2025-26. During the year ended 31 March 2026, the Statutory Auditor qualified the audit report in respect of the financial statements of the Holding Company, Betex India Limited, on the ground that the Company had not obtained an actuarial valuation of its employee benefit obligations as required under Indian Accounting Standard (Ind AS) 19 - Employee Benefits.

Consequently, the Company has not recognised a provision in respect of such employee benefit obligations in the accompanying Standalone Financial Statements. The impact of the same on the Standalone and Consolidated Financial Statements for the year ended 31 March 2026 could not be determined.

M/s. C.P.Jaria & Co., Chartered Accountants, Surat (Firm Registration No. 104058W) has resigned w.e.f 14th 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 13th August, 2025, due to Resignation of M/s C.P.Jaria & Co. w.e.f 14th August, 2025 for the reason of busy schedule and heavy work load and no any other material reason other than this stated, from the conclusion of the last Annual General Meeting held on 15th September, 2025, until the conclusion of the 43rd Annual 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 2026-27.

20) SECRETARIAL AUDITORS

Section 204 of the Act, inter alia, requires every listed company to annex to its Boards 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 March, 2026 in Form MR-3 is annexed herewith and forms part of the Annual Report as Annexure-"C". The report contains no qualification, reservation or adverse remarks:

M/s. Dhirren R. Dave & Co., Practising Company Secretaries (UIN No.: P1996GJ002900 & Peer Review No.: 2144/2022), Surat, was appointed as the Secretarial Auditor of the Company for a period of five (5) consecutive years commencing from FY 2025-26 to FY 2029-30, pursuant to the applicable provisions of Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, with the approval of the members of the Company at the Annual General Meeting held on 15th September 2025.

Accordingly, M/s. Dhirren R. Dave & Co. continues as the Secretarial Auditor of the Company for the financial year 2025-26. The Secretarial Audit Report issued by the Secretarial Auditor for the financial year ended March 31, 2026, is annexed to and forms part of this Annual Report.

Further, M/s. Dhirren R. Dave & Co., Practising Company Secretaries, has issued the Annual Secretarial Compliance Report for the financial year ended March 31, 2026, pursuant to Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The said Report has been submitted to the Stock Exchanges within the prescribed time and is also available on the website of the Company.

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 Companys 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 2025-26 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 Managements Discussion and Analysis Report provides a perspective of economic and social aspects material to your Companys strategy and its ability to create and sustain value to your Companys 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 Managements Discussion and Analysis Report capturing your Companys performance, industry trends and other material changes with respect to your Company for the year ended 31st March, 2026 is attached to this report as Annexure - "E".

24) CORPORATE SOCIAL RESPONSIBILITY

Corporate Social Responsibility is an integral part of the Companys 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 Companys CSR policy. However, 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 Companys 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 Companys 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 31st March, 2026 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 organizations 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 Companys 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 Managements 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, 2026, 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 arms 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-Materiality-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 30.09.2025 and standalone and consolidated financial results for the year ended on 31.03.2026, disclosures of related party transactions, in the format specified by the SEBI. The said disclosures are available on the Companys 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 F" 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 2025-26, the Company had not received any complaints and no complaints were pending as on 31st March, 2026. 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 Companys 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 Companys 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 Company continues 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) CONVERSATION 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- G", 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 2025-26, 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 Companys website. The web-link as required under the Act is as under https://www.betexindia.com/pdf/Draft MGT-7 2025-26.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 Companys 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 INSTITUTION 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 companys shares are compulsorily tradable in the electronic form. As on March 31, 2026 almost 78.11% of the Companys 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 Companys business processes, as spelt out in the Companys 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

During the year under review, the Company had the following associate company.

Sr. No	Name of the Company	Relationship
1.	Sanjay Polytex Private Limited	Associate (46.39% - Holding)

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 2025-26

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 31st March, 2026 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 2025-26 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 2025-26 will also be available on the Companys 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	Managements 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.

Date: 05th September, 2026

Place: Surat

MAHESHKUMAR SOMANI

Chairperson

DIN: 00106449