To

The Members of BETA DRUGS LIMITED

Your Directors take pleasure in presenting the 20^thAnnual Report of the Company together with the Audited Accounts for the financial year ended on 31^st March, 2025. The Management Discussion and Analysis has also been incorporated in this report.

- FINANCIAL SUMMARY/HIGHLIGHTS:

The brief financial results are as under:

- DIVIDEND:

The Board of Directors has not recommended any dividend for the year.

- TRANSFER TO RESERVE:

Profit of Rs.1543.21 lakhs was transferred to surplus a/c.

- REVIEW OF FINANCIAL PERFORMANCE AND STATE OF COMPANY'S AFFAIRS:

During the year, your Company has emerged as one of the fastest growing company in the Oncology product segment which has contributed to significant increase in the profitability of the company.

STANDALONE:

During the year, Revenue of the Company increased by 13.56% i.e. from Rs 19,935.01 lakhs to Rs 22,639.12 lakhs .Profit before tax is Rs 2,084.05 and Profit after tax is Rs 1,543.21 lakhs.

CONSOLIDATED:

During the year, Company's consolidated Revenue increased by 24.14% i.e. from Rs. 29,707.26 lakhs to Rs.36,879.23 lakhs. Profit before tax increased by 16.85% i.e. from Rs. 4,875.42 lakhs to Rs.6,153.85 lakhs. Profit after tax increased by 16.42% i.e. from Rs.3,643.70 lakhs to Rs.4,241.86 lakhs.

- CHANGE IN THE NATURE OF BUSINESS:

There is no change in the nature of Business of Company during the period under reveiw.

- MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT;

There are no material changes and commitments, which may have affect the financial position of the Company between the end of the financial year of the company to which the financial statements relate and the date of the report.

- LISTING:

The Equity Shares of the Company are listed on SME Platform of National Stock Exchange of India Limited (NSE Emerge).

The Company is regular in payment of Annual Listing Fees. The Company has paid Listing fees up to the year 2025-26.

- SUBSIDIARY COMPANIES/JOINT VENTURE COMPANY/ASSOCIATE COMPANY:

Company has following Subsidiary Companies as on 31.03.2025:-

- Adley Formulations Private Limited, a wholly owned subsidiary of Beta Drugs Limited having Registered office at SCO-184, Sector-5, Panchkula, Haryana- 134114 & Works at Kotla, Barotiwala, Distt Solan, Himachal Pradesh with 100% Shareholding

Business: Manufacturing & Trading of Oncology Products

- Adley Lab Limited, a wholly owned subsidiary of Beta Drugs Limited having Registered office & Works at D-27, Focal Point, Derabassi-140507 (SAS Nagar, Mohali) with 100% Shareholding

Business: Manufacturing of Oncology API

• Beta Research Private Limited, a wholly owned subsidiary of Beta Drugs Limited having Registered office at SCO-184, 1^st Floor, Sector-5, Panchkula, Haryana-134114 with 100% Shareholding.

A statement containing the salient feature of the financial statement of Subsidiary company under the first proviso to sub-section (3) of section 129 in form AOC - 1 is appended as Annexure - 5

The Company is not having any Joint Venture or Associate Company.

- PERFORMANCE OF SUBSIDIARY COMPANIES:

- Adley Formulations Private Limited is engaged primarily in Manufacturing & Trading of Oncology Products. During the period under review, Adley Formulations Private Limited achieved a turnover of Rs 12,607 lakhs with a profitability of Rs 1,738.07 lakhs.

- Adley Lab Limited is engaged in manufacturing of Oncology API. During the period under review, Adley Lab Limited achieved a turnover of Rs 6,338.22 lakhs with a profitability of Rs 960.57 lakhs.

- Beta Research Private Limited, there is no operations till date.

Therefore Adley Formulations Private Limited and Adley Lab Limited played a significant role toward the increase in the overall profitability of the company.

- REASONS FOR REVISION OF FINANCIAL STATEMENT OR REPORT:

During the year, the financial statement or report was not revised. Hence further details are not applicable.

- INCREASE IN AUTHORISED SHARE CAPITAL:

During the year under review in Extra ordinary General Meeting of shareholders of the company held on 12.11.2024 the Company has increased authorised share capital from Rs. 10,00,00,000 (Rupees Ten Crore only) divided in to 1,00,00,000 (One Crore) Equity Shares of Rs. 10 each to Rs

10.50.00. 000 (Rupees Ten Crores Fifty lakh) divided into 1,05,00,000 (One Crore and Five Lakh) Equity Shares of Rs 10 each.

Further through postal ballot notice dated 05.02.2025 and approved by the shareholders on 11.03.2025 the Company has increased authorised share capital from Rs 10,50,00,000 (Rupees Ten Crores Fifty lakh) divided into 1,05,00,000 (One Crore and Five Lakh) Equity Shares of Rs 10 each to Rs

11.00. 00.000 (Rupees Eleven Crores) divided into 1,10,00,000 (One Crore and Ten Lakh) Equity Shares of Rs 10 each.

- ALLOTMENT OF SHARES:-

During the FY 2024-25 company has allotted the following securities under preferential Issue on 27^th November, 2024 as per details below:-

a) 7,07,651 fully paid up unsecured compulsory convertible debentures (CCD) of face value of INR 1,653.40 each, carrying a monthly coupon rate of

0.65% in a single tranche, at a conversion price of INR 1,653.40 per Equity Share, such that the total number of Equity Shares to be issued pursuant to conversion of all CCDs shall not exceed 7,07,651 Equity Shares

b) 70 fully paid-up equity shares of face value of INR 10 each, at a price of INR 1,653.40 per Equity Share including a premium of INR 1,643.40 per Equity Share, on preferential basis, in a single tranche.

Further on 27^th March, 2025 company has allotted 4,80,693 Equity Shares of Rs 10/- each under Bonus Issue in the ration of 1:20 to the shareholders of company holding shares on record date i.e. 26^th March, 2025.

- DEMATERIALISATION OF EQUITY SHARES:

The entire Shareholding of the Company is in Demat mode.

- DEPOSITORY SYSTEM:

As the Members are aware, your Company's shares are trade-able compulsorily in electronic form and your Company has established connectivity with both National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). In view of the numerous advantages offered by the depository system, the members are requested to avail the facility of dematerialization of the Company's shares on NSDL & CDSL. The ISIN allotted to the Company's Equity shares is INE351Y01019.

- DIRECTORS & KEY MANAGERIAL PERSONNEL:

Pursuant to the provisions of Section 152 of the Companies Act, 2013 Mr. Rahul Batra (DIN: 02229234), Chairman cum Managing Director & Balwant Singh, (DIN: 01089968), Whole time Director of the Company retires by rotation at the ensuing Annual General Meeting and being eligible, has offered themselves to be re-appointed as Directors of the Company.

The Board recommends the re-appointment of Mr. Rahul Batra (DIN: 02229234) & Balwant Singh, (DIN: 01089968), as Chairman cum Managing Director and Whole time Director of the Company, respectively liable to retire by rotation.

Further during the year under review Mr Ajay Mahipal (DIN: 06949940) was appointed as director non-executive and Mr. Sanjay Sehgal (DIN: 01235531), was appointed as Additional Director as well as Independent Directors on the Board of the Company for a period of 5 years w.e.f. 27.11.2024.

Further on 5^th February, 2025 Mrs Monica Jain (DIN: 05253864) & Mr Lalit Kumar Watts (DIN: 10906518) were appointed as Additional Director as well as Independent Directors on the Board of the Company for a period of 5 years.

During the Year under review Mrs Seema Chopra, (DIN:08510586) Whole time director of the company has resigned from the Board of Directors of the company w.e.f. 05.02.2025.

Brief profile of the directors seeking appointment/re-appointment and other details including remuneration etc has been given in the Annexure-1 of the notice of the ensuing AGM.

Changes in Board of Directors of the company during the financial year 2024-25 is tabled as follows:-

- DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to the requirement of section 134(5) of the Companies Act, 2013, with respect to Directors' Responsibility Statement, it is hereby confirmed:

1. that in the preparation of the annual accounts, the applicable Indian accounting standards had been followed along with proper explanation relating to material departures;

2. 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 that period;

3. 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;

4. that the Directors had prepared the annual accounts on a going concern basis; and

5. that 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.

6. that 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.

- FORMAL EVALUATION BY BOARD OF ITS OWN PERFORMANCE:

The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of the criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the committees was evaluated by the board after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the chairman was also evaluated on the key aspects of his role.

In a separate meeting of independent directors, performance of non-independent directors, performance of the board as a whole and performance of the chairman was evaluated, taking into account the views of executive directors and non-executive directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.

- NUMBER OF MEETINGS OF BOARD:-

During the FY 2024-25, the Board of Directors met fourteen times viz. 1^st April, 2024, 1^st May, 2024, 14^th May, 2024, 31^st May, 2024, 8^th July, 2024, 20^th August, 2024, 31^st August, 2024, 17^th September, 2024, 27^th September, 2024, 19^th October, 2024, 6^th November, 2024, 27^th November, 2024, 5^th February, 2025 & 27^th March, 2025.

Last Annual General Meeting of the company was held on 30^th September, 2024.

During the Financial year 2024-25 2(two) Extraordinary General Meeting was held on 12^th November, 2024 & 21^st December, 2024.

During the Financial year 2024-25 there are 5 (five) items which were passed through postal ballot notice dated 05.02.2025.

- DECLARATION BY INDEPENDENT DIRECTORS:

The Company has received necessary Declaration from each Independent Director/s under section 149(7) of the Companies Act, 2013 that they meets the criteria of Independence laid down in section 149(6) of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013.

In the opinion of the Board, the Independent Directors possess the requisite experience, knowledge and capabilities and expertise in the areas of Finance, Law, Business Management and Administration, Healthcare and possesses appropriate skills, expertise and competencies required at the Board and are persons of high integrity and repute. They fulfill the conditions specified in the Companies Act, 2013 as well as the Rules made thereunder and are independent of the management.

- ISSUE OF EQUITY SHARES WITH DIFFERENTIAL VOTING RIGHTS / SWEAT EQUITY SHARES / EMPLOYEE STOCK OPTION SCHEME:

During the year, the Company has not issued any equity shares with differential voting rights or sweat equity shares or shares under employee stock option scheme. Hence disclosure regarding the same is not given.

- ALLOTMENT OF SHARES:

During the FY 2024-25 company has allotted the following securities under preferential Issue on 27th November, 2024 as per details below:-

a) 7,07,651 fully paid up unsecured compulsory convertible debentures (CCD) of face value of INR 1,653.40 each, carrying a monthly coupon rate of 0.65% in a single tranche, at a conversion price of INR 1,653.40 per Equity Share, such that the total number of Equity Shares to be issued pursuant to conversion of all CCDs shall not exceed 7,07,651 Equity Shares

b) 70 fully paid-up equity shares of face value of INR 10 each, at a price of INR 1,653.40 per Equity Share including a premium of INR 1,643.40 per Equity Share, on preferential basis, in a single tranche.

Further on 27.03.2025 the Company has allotted 4,80,693 Equity Shares of Rs. 10 each during the year under review as Bonus share in the ratio of 1:20 i.e. 1 Equity Shares of Rs. 10 each for every 20 Equity shares of Rs. 10 each held by the existing Shareholders of the Company as on record date i.e. 26.03.2025.

- AUDITORS' APPOINTMENT & REPORT:

M/s Khurana Sharma & Co., (FRN- 010920N), Chartered Accountant, Chandigarh have issued their Report (Standalone & Consolidated) for the financial year ended on March 31, 2025 forms part of this Annual Report. M/s Khurana Sharma & Co., (FRN010920N), Chartered Accountant, Chandigarh was appointed as statutory Auditor of the company for a period of two years till the conclusion of 21^st Annual General Meeting of the company to be held for FY 2026-27.

- COMMENTS ON AUDITOR'S REPORT:

The Statutory Auditor Report does not contain any qualification, reservation, however auditor has given one adverse remark, as explained below:-

- REPORTING OF FRAUDS:

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

Hence, no detail is required to be disclosed by the Board under Section 134(3) (ca) of the Companies Act, 2013.

- COST AUDITOR:

The Board of Directors of your Company has appointed M/s Charu Jindal & Company, Cost Accountants, Dehradun as Cost Auditors to conduct audit of the Cost Records for Financial Year to be ended on March 31, 2026.

- COST RECORDS:

The Central Government has prescribed the maintenance of cost records under section 148(1) of the act, for the goods supplied by the Company. The Company had maintained proper cost accounts & records. Cost Audit Report for the financial year 2024-25 is being filed.

- UTILIZATION OF FUNDS

Utilization of proceed by the Company till March, 2025 raised from Preferential issue of Equity Shares & CCDs is detailed below (Figures in Crores)

- INTERNAL AUDITOR:

The Board of Directors of your company has appointed M/s Srivastava V.K. & Associates, Chartered Accountants, Chandigarh as Internal Auditors to conduct Internal audit for Financial Year to be ended on March 31, 2026.

- SECRETARIAL AUDIT:

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 of Company proposed to re-appoint Mr. Dinesh Bhandari, Company Secretary to undertake the Secretarial Audit of the Company for a period of 5 years at existing remuneration subject to approval of shareholders in the ensuing annual general meeting.

The Secretarial Audit Report given by Secretarial Auditor for the FY 2024-25 is annexed herewith as "Annexure-2".

Secretarial Audit Report does not contain any qualifications, reservations, adverse remarks or disclaimers except as mentioned below:-

- MANAGEMENT COMMENTS TO THE SECRETARIAL AUDITOR QUALIFICATION/OBSERVATIONS:

- INTERNAL AUDIT CONTROLS AND THEIR ADEQUACY:

The Company has a proper and adequate system of internal controls, commensurate with the size scale and complexity of its operations. This ensures that all transactions are authorized, recorded and reported correctly, and assets are safeguarded and protected against loss from unauthorized use or disposition. In addition, there are operational controls and fraud risk controls, covering the entire spectrum of internal financial controls. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the audit committee of the Board and to the Chairman and Managing Director. The Internal Audit department monitors and evaluate the efficiency and adequacy of the internal control system in the Company, its compliance with operating systems, accounting procedures and policies at all locations of the Company. Based on the report of internal audit functions, process owner undertake corrective actions in their respective areas and thereby strengthen the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

- ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:-

The Company has internal Auditors and the Audit Committee constituted are in place to take care of the same. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes, and assessing the internal control strengths in all areas. Internal Auditors findings are discussed with the process owners and suitable corrective actions taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operations.

- AUDIT COMMITTEE:

As required under the provisions of section 177 of the Companies Act, 2013 and Rules made there under the Board of Director constituted the Audit Committee.

The composition of the committee is as follows:-

During the year, Audit Committee has met seven times details of the same are as follows:-

The term of references of audit committee are to recommend for appointment of statutory auditor, approve related party transactions, examination of financial statements and auditor's report, scrutinize inter corporate loans and investments, evaluation of internal financial control and risk management, review and monitor auditors independence and performance and effectiveness of audit process.

- NOMINATION & REMUNERATION COMMITTEE:

As required under the provisions of section 178 of the Companies Act, 2013 and Rules made there under the Board of Director constituted the Nomination and Remuneration Committee.

The composition of the committee is as follows:-

During the year, five meeting of the nomination and remuneration committee was held. Details of the Meeting are as follows:-

Remuneration Policy: Website link:-

http://www.betadrugslimited.com

(a) Remuneration to Executive Directors:

The remuneration paid to executive directors of the Company is recommended by the Nomination and Remuneration Committee of the Company and then Board of the Company approve in their duly held meeting. The remuneration of executive directors are decided by considering various criteria like qualification, experience, responsibilities, value addition to the Company and financial position of the Company. Board is taking permission of the members if required at any time for paying remuneration to executive directors.

(b) Remuneration to Non-Executive Directors:

Company is not paying any remuneration to non-executive and independent directors of the Company except sitting fees of Rs 3000/- per meeting.

- STAKEHOLDERS RELATIONSHIP COMMITTEE:

As required under the provisions of section 178 of the Companies Act, 2013 and Rules made there under the Board of Director constituted the Stakeholders Relationship Committee.

The composition of the committee is as follows:-

The Company has not received any complaints during the year. There was no valid request for transfer of shares pending as on 31st March, 2025. Mrs.Rajni Brar, Company Secretary is the Compliance Officer for the above purpose.

During the year, two meeting of the Stakeholders Relationship Committee was held. Details of the Meeting are as follows:

- POLICY ON PRESERVATION OF THE DOCUMENTS:

The Company has formulated a Policy pursuant to Regulation 9 of the Securities Exchange Board of India (Listing obligations and Disclosure Requirements) Regulations, 2015 ("Regulations") on Preservation of the Documents to ensure safe keeping of the records and safeguard the Documents from getting manhandled, while at the same time avoiding superfluous inventory of Documents.

- WHISTLE BLOWER POLICY/ VIGIL MECHANISM:

The Vigil Mechanism/Whistle Blower Policy has been adopted to provide appropriate Avenues to the employees to bring to the attention of the management, the concerns about any unethical behaviour, by using the mechanism provided in the Policy. In cases related to financial irregularities, including fraud or suspected fraud, the employees may directly approach the Chairman of the Audit Committee of the Company. No director or employee has been denied access to the Audit Committee.

The Policy provides that no adverse action shall be taken or recommended against any employee in retaliation to his/her disclosure, if any, in good faith of any unethical and improper practices or alleged wrongful conduct. This Policy protects such employees from unfair or prejudicial treatment by anyone in the Company. The same is available on the Company's Web www.betadrugslimited.com.

- POLICY ON CRITERIA FOR DETERMINING MATERIALITY OF EVENTS:

The Policy is framed in accordance with the requirements of the Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Regulations).The objective of the Policy is to determine materiality of events or information of the Company and to ensure that such information is adequately disseminated in pursuance with the Regulations and to provide an overall governance framework for such determination of materiality.

- RISK MANAGEMENT POLICY/PLAN:

It may please be noted that as our Company is not falling in the applicability criteria prescribed as mentioned in the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

Hence, the company has not developed and implemented any risk management policy/plan but the Company has adequate internal control systems and procedures to combat the risk.

- VIGIL MECHANISM:

It may please be noted that as our Company is not falling in the applicability criteria prescribed as mentioned in the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

Hence, there is no vigil mechanism in the company.

- CODE OF BUSINESS CONDUCT AND ETHICS:

Based on the requirements under SEBI (Prohibition of Insider Trading) Regulations, 1992 read with SEBI (Prohibition of Insider Trading) Regulations, 2015, as amended from time to time, the code of Internal Procedures and code for prevention of insider trading ("Code of Conduct"), as approved by the Board from time to time, are in force by the Company. The objective of this Code of Conduct is to protect the interest of shareholders at large, to prevent misuse of any price sensitive information and to prevent any insider trading activity by dealing in shares of the Company by its Directors, designated employees and other employees.

The Company also adopts the concept of Trading Window Closure, to prevent its Directors, Officers, designated employees and other employees from trading in the securities of Beta Drugs Limited at the time when there is unpublished price sensitive information.

The COC is available on the website of the Company www.betadrugslimited.com and the Directors and senior management personnel's of the company has complied with the code of conduct.

- COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

Your Company has complied with the provisions of the Maternity Benefit Act, 1961, as amended. All eligible female employees have been extended maternity benefits in accordance with the applicable statutory requirements.

- DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The company has a policy in line with the requirement of applicable provision of the POSH Act, 2013 and it provides for protection against sexual harassment of woman at work place and for prevention and redressal of such complaints. The Company has zero tolerance on Sexual Harassment at workplace. During the year under review, no complaints were received/pending against the sexual harassment at workplace. The company has made compliance of all applicable provisions of the said Act. The Complaint Committee for Redressal of Sexual Harassment consists of the following members:-

- REMUNERATION POLICY:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

The Company's shareholders may refer the Company's website for the detailed Nomination & Remuneration Policy of the Company on the appointment and remuneration of Directors including criteria for determining qualifications, positive attributes, independence of a Director; and other matters provided under sub-section (3) of section 178.

The Company's remuneration policy is directed towards rewarding performance based on review of achievements periodically.

The remuneration policy is in consonance with the existing industry practice.

- ANALYSIS OF REMUNERATION:

Disclosure/details pursuant to provisions of Section 197(12) of the Companies Act 2013 read with Companies (appointment and Remuneration of managerial personnel) Rules, 2014 are given as follows:-

1) The percentage increase in Remuneration of each Director, Chief Financial Officer and Company Secretary in the financial year 2024-25 and ratio of remuneration of each key managerial personnel (KMP) against the performance are as under:-

2) The Median Remuneration of Employees of the Company during the financial year 2024-25 was Rs.2,31,934

3) There was an increase of 24.02% in median remuneration of employees during the financial year.

4) The number of permanent employees on the rolls of the Company is 399 for the year ended March 31, 2025.

5) There was an increase of 37.46% in salaries of employees other than the managerial personnel during the financial year 2023-24 while the increase in the remuneration of managerial personnel was 17.67%. The aggregate limit of remuneration of managerial personnel was reviewed and revised, keeping in view the need for leveraging experience and expertise as well as rewarding talent and the prevailing trend in the industry. Therefore increase in the managerial remuneration is justified.

6) It is affirmed that remuneration paid during the year ended March 31st, 2025 is as per the Remuneration Policy of the Company.

7) There is no employee withdrawing remuneration equal to or more than the limit prescribed in rule 5 (2) of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

- PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

There was no employee drawing remuneration in excess of limits prescribed under section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

- DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNALS:

During the year, there were no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.

However nominal fine levied upon the Company under SEBI LODR Regulation is as follows:-

- CSR COMMITTEE:

As required under the provisions of section 135 of the Companies Act, 2013 and Rules made there under the Board of Director constituted the Corporate Social Responsibility Committee.

The composition of the committee is as follows:-

During the year, five meeting of the Corporate Social Responsibility Committee was held. Details of the Meeting are as follows:

The Committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy),indicating the activities to be undertaken by the Company, recommending the amount to be spent on CSR activities and monitoring the implementation of the framework of the CSR Policy.

The Company has provided for the corporate social responsibility as per Section 135 of the Companies Act 2013 i.e. Rs. 55,48,527 during the year being 2% of the average net profits for the immediately preceding three Financial Years. The actual amount spent during the financial year was Rs. 55,98,527.00 on eligible projects/ activities approved by the Board on the recommendation of the CSR Committee.

Brief particulars of the CSR projects undertaken are given in Annexure 3, forming part of the Board's Report.

- DETAILS ON CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014.

(A)CONSERVATION OF ENERGY:

(C)Foreign exchange earnings and Outgo:

The Foreign Exchange earned in terms of actual inflows during the year and the Foreign Exchange outgo during the year in terms of actual outflows are given below:

- INTERNAL FINANCIAL CONTROL:

The Company has a well placed, proper and adequate internal financial control system which ensures that all the assets are safeguarded and protected and that the transactions are authorized recorded and reported correctly.

The internal audit covers a wide variety of operational matters and ensures compliance with specific standard with regards to availability and suitability of policies and procedures. During the year no reportable material weakness in the design or operation were observed.

The Directors has laid down internal financial controls to be follo0wed by the Company and that such internal financial controls are adequate and have been operating effectively.

- COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND ANNUAL GENERAL MEETINGS:

The Company has complied with Secretarial Standards issued by the Institute of Company Secretaries of India on Board meetings and Annual General Meetings.

- CHANGE IN NAME OF REGISTRAR AND SHARE TRANSFER AGENT

The name of registrar and transfer agent of the company is changed to MUFG Intime India Private Limited (RTA) from Link Intime India Private Limited, with effect from December 31, 2024.

- AGREEMENTS THAT SUBSIST AS ON THE DATE OF NOTIFICATION OF CLAUSE 5A TO PARA A OF PART A OF SCHEDULE III, THEIR SALIENT FEATURES, INCLUDING THE LINK TO THE WEBPAGE WHERE THE COMPLETE DETAILS OF SUCH AGREEMENTS ARE AVAILABLE- N.A.

- DEPOSITS:

The Company has not invited/ accepted any deposits from the public during the year ended March 31, 2025. There were no unclaimed or unpaid deposits outstanding as on March 31, 2025. No unsecured loan has been received from the Directors of the company.

- DETAILS OF DEPOSITS WHICH ARE NOT IN COMPLIANCE WITH THE REQUIREMENTS OF CHAPTER V OF THE ACT;- N.A.

- CORPORATE GOVERNANCE:

It may please be noted that as our Company is not falling in the applicability criteria prescribed as mentioned in the SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015.

Hence, the Report on Corporate Governance is not forming part of the Directors' Report.

- TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND:

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore, there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).

- ANNUAL RETURN:

Annual Return is available on the Company's website at www.betadrugslimited.com.

- PARTICULARS OF LOANS, INVESTMENTS OR GUARANTEES UNDER SECTION 186 OF THE COMPANIES ACT, 2013:

Company has provided the following loans, investments or guarantees under section 186 of the Companies Act, 2013 as on 31^st March, 2025:-

- RELATED PARTY TRANSACTIONS:

The details of the transactions with Related Parties as per Ind AS 24 are provided in the Note No. 26.29 of the accompanying Notes to Account forming part of financial statements.

In line with the requirements of the Act, the Company has formulated a Policy on Related Party Transactions (RPTs) and the same can be accessed using following link: https://www.betadrugslimited.com/wp-content/uploads/2025/05/Policv-on-Related-Partv-Transaction.pdf

During the year under review, all transactions entered into with related parties were approved by the Audit Committee. There were no materially significant Related Party Transactions entered by the Company with Promoters, Directors, Key Managerial Personnel which may have a potential conflict with the interest of the Company at large.

The disclosure of Related Party Transactions as required under Section 134(3)(h) of the Act is provided in Form No. AOC-2 for the financial year ended March 31, 2025, and is reproduced herein below :

1. Details of contracts or arrangements or transactions not at Arm's length basis.

2. Details of material contracts or arrangements or transactions at Arm's length basis.

- MANAGEMENT DISCUSSION AND ANALYSIS:

As per Regulation 34 of SEBI (Listing Obligations and Disclosure Requirements), Regulation 2015, the Management Discussion and Analysis Report is given in Annexure - 4.

- THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR. N.A.

- THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE-TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OF FINANCIAL INSTITUTIONS

During the period under review there was no instance of one time settlement with any Banker Financial Institution.

- APPRECIATION:

Your Directors wish to place on record their sincere appreciation for significant contribution made by the employees at all the levels through their dedication, hard work and commitment, thereby enabling the Company to boost its performance during the year under report.

Your Directors also take this opportunity to place on record the valuable co-operation and continuous support extended by its valued business associates, Practicing Company Secretary, Auditors, Supplier, Customers, Banks / Financial Institutions, Government authorities and the shareholders for their continuously reposed confidence in the Company and look forward to having the same support in all its future endeavors.