Directors Report of Venus Pipes & Tubes Ltd.

Mar 31, 2025

The Board of directors of your company are pleased to present the 11^th Annual Report of the Company for the financial year
ending on 31^st March, 2025.

1. FINANCIAL RESULTS:

The financial statements of the Company for the financial year ended March 31,2025, have been prepared in accordance
with the Indian Accounting Standards (Ind AS) as noticed by the Ministry of Corporate Affairs and as amended from time
to time.

The Company''s financial performance for the year ended under review along with previous year is given hereunder:

Particulars	For the year ended 31^st March, 2025	For the year ended 31^st March, 2024
Total Income	9,691.79	8053.76
Total Expense	8,438.13	6,897.33
Profit before Tax	1,253.66	1,156.43
Add: Depreciation (Including Amortised Exp.)	185.32	117.69
Cash Profit	1,438.98	1274.12
Less : Provision for Tax	274.27	236.55
Less : Deferred Tax Liability	50.50	60.09
Add : Deferred Tax Assets	-	-
Profit After Tax	1114.21	977.48
Less : Depreciation	185.32	117.69
Profit Transferred to Reserve & Surplus	928.89	859.79

2. RESULTS OF THE BUSINESS OPERATION AND STATE OF COMPANY''S AFFAIRS:

During the year under review, the Company has achieved turnover of '' 9,585.26/- Mn and the Company has earned net
profit after tax during the year at '' 928.89/- Mn as against the net profit of '' 859.79/- Mn in the previous year.

3. DIVIDEND:

The Company recommended/ declared dividend as under:

Dividend Type	Financial year 2024-25
Dividend Type	Dividend per share (?)	Dividend %	Dividend payout (In Mn)
Interim Dividend	0.50	5%	10.18
Final Dividend *	0.50*	5%	10.22

** Recommended by the Board of Directors at their meeting held on 26^th May, 2025, subject to the approval of the
members at the 11^th AGM.

The Dividend Distribution Policy, in terms of Regulation 43A of the SEBI Listing Regulations is available on the Company''s
website on https://www.venuspipes.com/investors/policies/

4. CREDIT RATING:

Your Company''s financial discipline and prudence is reflected in the strong credit rating ascribed by rating agency.
The details of the credit rating are disclosed in Corporate Governance Report, which forms part of the Annual Report.

5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR
EDUCATION AND PROTECTION FUND:

I n compliance with provisions section 125(2) of the
companies Act, 2013 and rules made thereunder, the
Company has transferred '' 21,684/- (Rupees Twenty
One Thousand and Six Hundred and Eighty Four only)
to a Separate unclaimed dividend account. As on 31^stMarch, 2025, the Company do not have any unpaid
dividend due to be transferred to Investor Education
and Protection Fund.

6. TRANSFER TO RESERVES IN TERMS OF SECTION
134 (3) (J) OF THE COMPANIES ACT, 2013

For the financial year ended 31^st March, 2025, the
Company has proposed to carry an amount of
'' 923.57/-Mn to General Reserve Account.

7. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There were no changes in the nature of business of
your Company during the year under review.

8. MATERIAL CHANGES AND COMMITMENT IF ANY
AFFECTING THE FINANCIAL POSITION OF THE
COMPANY OCCURRED BETWEEN THE ENDS OF
FINANCIAL YEAR TO WHICH THIS FINANCIAL
STATEMENT RELATED ON THE DATE OF THE REPORT.
No Material changes and commitments affecting the
financial position of the Company occurred between
the end of the financial year to which these Financial
Statements relate and on the date of this report.

Further, during the financial year under report, no
significant or material orders have been passed by any
of the regulators or courts or tribunals impacting the
going concern status and operations of the Company
in future.

9. LISTING

For the year ended 31^st March, 2025 2,04,31,110
(The Company has received trading approval
for 64,000 equity shares of '' 10/- each on
15^th July, 2025, pursuant to the conversion of warrants
into equity shares) Equity Shares of face value of
'' 10/- each ("EQUITY SHARES") are listed on
BSE Ltd (the "Designated Stock Exchange")
(Scrip Code: 543528) and National Stock Exchange
of India Limited (Nse Symbol: VENUSPIPES) and the
Company have paid the Annual listing fees for the
financial year 2024-2025.

10. SHARE CAPITAL

The Authorised share capital of the Company as
on 31^st March, 2025 is '' 25,00,00,000/- divided into
2,50,00,000 equity shares of '' 10/- each.

The Paid-up Share Capital of the Company as on
31^st March, 2025 was '' 20,43,11,100/- divided into
2,04,31,110 Equity Shares of '' 10/- each fully paid up

Further, several warrant holders to whom the warrants
were allotted by the Company had applied for
conversion of warrants into equity shares.

During the year under review, the Company has
allotted equity shares pursuant to the conversion of
warrants as under:

â¢ On 23^rd August, 2024, the Company allotted

71.000 equity shares of '' 10/- each to the
warrant holders upon conversion of warrants
into equity shares.

â¢ On 13^th February, 2025, the Company allotted

64.000 equity shares of '' 10/- each pursuant to
the conversion of warrants into equity shares.

The said 64,000 equity shares allotted on
February 13, 2025, were subsequently listed and
trading approval was received from the Stock
Exchange on 15^th July, 2025.

11. PREFERENTIAL ISSUE:

During last year the Company have passed Special
Resolution through postal dated 30^th March, 2024
for the issuance of 4,20,000 (Four lakhs Twenty
Thousand) Convertible Warrants ("Warrants")
into Equity Shares at an issue price of '' 1,700/-
(Rupees Seventeen Hundred only) each per Warrant
aggregating up to '' 71,40,00,000/- (Rupees Seventy-
One Crores Forty lakhs only) on a preferential basis to
the Promotor and non-promoter category with a right
to Warrant Holder to apply for and get allotted one
equity share of face value of '' 10/- (Rupees Ten only)
each per Warrant.

The amount raised by preferential issue will be used
by the Company to meet the Capital Expenditure
for expansion into Fittings business and capacity
expansion of Seamless/Welded Pipes and Tubes.

During the period under review, there has been no
deviation or variation in the utilisation of the proceeds
of the preferential issue.

Furthermore, the Company allotted 61,000 equity
shares on June 19, 2025, upon conversion of warrants,
and a balance of 2,24,000 warrants remain pending
for conversion.

12. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS AND
OUTGO

A. Conservation of Energy, Technology Absorption

The particulars required under the provisions
of section 134(3)(m) of the Companies Act,
2013 in respect of conservation of energy and
technology absorption have not been furnished
considering the nature of activities undertaken
by the Company during the year under review.

B. Foreign Exchange Earnings and Outgo

Earnings	'' 3,381.42/- Mn
Outgo*	'' 1,067.47/- Mn

*Includes revenue & capex.

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

There were no loans, guarantees or investments made
by the Company under section 186 of the Companies
Act, 2013 during the year under review and hence the
said provisions are not applicable.

14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS
MADE WITH RELATED PARTIES

All the transactions with related parties are placed
before the Audit Committee for its approval. An
omnibus approval from the Audit Committee is
obtained for the related party transactions which are
repetitive in nature.

All the transactions with related parties entered
into during the financial year under review were at
an arm''s length basis and in the ordinary course of
business and in accordance with the provisions of the
Act and the rules made thereunder, the SEBI Listing
Regulations and your Company''s Policy on Related
Party Transactions.

Your Company has not entered into any transactions
with related parties which could be considered material
in terms of Section 188 of the Act. Accordingly, the
disclosure of related party transactions as required
under Section 134(3)(h) of the Act, in Form AOC 2, is
not applicable.

15. STATUTORY AUDITOR

In terms of provisions of Section 139 of the
Companies Act, 2013 read with the Companies
(Audit and Auditors) Rules, 2014, Maheshwari & Co,
Chartered Accountants (Registration No105834W),
was appointed as Statutory Auditor of your Company
to hold office for a consecutive period of five (5) years
until the conclusion of 15^th Annual General Meeting of
the Company.

In pursuant to Companies Amendment Act, 2017,
enforced on 7^th May, 2018 by Ministry of Corporate
Affairs, the appointment of statutory auditor is not
required to be ratified at every annual general meeting.

COMMENTS ON AUDITORS'' REPORT OR
EXPLANATION TO AUDITOR''S REMARKS:

The Auditors'' Report for the financial year ended on
31^st March, 2025 forms part of this Annual Report
and the same does not contain any qualification,
reservation or adverse remark.

There have been no instances of fraud reported by the
Auditors under Section 143(12) of the Companies Act,
2013.

16. SECRETARIAL AUDITOR

The Board has appointed M/s. Nikhil Dhanotiya &
Associates, Practicing Company Secretaries, to
conduct Secretarial Audit for the financial year ended
31^st March, 2025. The Secretarial Audit Report for
the financial year ended 31^st March, 2025 is annexed
herewith marked as Annexure: A to this Report.
The Secretarial Audit Report does not contain any
qualification, reservation or adverse remark.

During the year under review, the Secretarial Auditors
have not reported any matter under Section 143(12)
of the Act. Therefore, no details are required to be
disclosed under Section 134 (3) (ca) of the Act.

In accordance with Regulation 24A of the Listing
Regulations, based on the recommendation of
the Audit Committee, your Board of Directors, has
proposed the shareholders at the 11^th AGM to consider
and approve appointment of M/s. Nikhil Dhanotiya
& Associates, a peer reviewed firm of Practising
Company Secretaries, as Secretarial Auditors of your
Company, for a term of five financial years, till the
conclusion of the 15^th Annual General Meeting of your
Company to be held in the year 2030.

17. INTERNAL AUDITOR:

The Company has appointed M/s Goyal Swati &
Co., Chartered accountant as Internal Auditor of the
Company report directly to the Audit Committee of the
Company for the financial year 2024-2025.

The idea behind conducting Internal Audit is to
examine that the Company is carrying out its
operations effectively and performing the processes,
procedures and functions as per the prescribed
norms. The Internal Auditors reviewed the adequacy
and efficiency of the key internal controls guided by
the Audit Committee.

During the year under review, the Internal Auditors
have not reported any matter under Section 143(12)
of the Act. Therefore, no details are required to be
disclosed under Section 134 (3) (ca) of the Act.

Further, the board of director appointed M/s. BRM &
Co., Chartered Accountants, as the internal auditors
of the Company for the financial year 2025-26. Their
expertise and commitment will enhance our internal
audit processes, ensuring robust financial controls
and governance.

18. COST AUDIT

I n accordance with the provisions of Section 148 of
the Companies Act, 2013 read with the Companies
(Audit and Auditors) Rules, 2014, and amendments
thereof, the Board has, on the recommendation of
the Audit Committee, appointed M/s. K V M & Co.
(Firm Regn No. 000458) at a remuneration of
'' 75,000/- (Rupees Seventy-Five Thousand Only) plus
taxes as applicable and re-imbursement of out of
pocket expenses as may be incurred for conducting
the Cost Audit for the financial year 2025-2026.

I n terms of the provisions of Section 148(3) of the
Companies Act, 2013 read with Rule 14(a)(ii) of the
Companies (Audit and Auditors) Rules, 2014, the
remuneration payable to the Cost Auditor is ratified
by the shareholders. Accordingly, a resolution seeking
the shareholders'' ratification of the remuneration
payable to the Cost Auditors for the FY 2025-26 is
included in the Notice convening the Annual General
Meeting.

During the year, the Company filed the Cost Audit
Report for the financial year 2023-24 with the Ministry
of Corporate Affairs within the prescribed time limit.
The Cost Audit Report for the financial year 2024-25,
did not contain any qualification, reservation, adverse
remark or disclaimer. The Cost Audit Report for the

financial year ended 31^st March, 2025 will be filed in
due course.

During the year under review, the Cost Auditors have
not reported any matter under Section 143(12) of the
Act. Therefore, no details are required to be disclosed
under Section 134 (3) (ca) of the Act.

19. EXPLANATION OR COMMENTS ON QUALIFICATION,
RESERVATIONS OR ADVERSE REMARKS OR
DISCLAIMERS MADE BY THE AUDITORS AND THE
PRACTICING COMPANY SECRETARY IN THEIR
REPORTS

There were no qualifications, reservations or adverse
remarks made by the Auditors in their report.

20. COMPANY''S POLICY RELATING TO DIRECTORS
APPOINTMENT, PAYMENT OF REMUNERATION AND
DISCHARGE OF THEIR DUTIES

The Board has on the recommendation of the
Nomination and Remuneration Committee framed
a policy for the selection and appointment of
Directors, Senior Management Personnel and their
remuneration. The Nomination and Remuneration
Committee Policy of the Company may be accessed
at the website of the Company at https://www.
venuspipes.com/investors/policies/

21. PARTICULARS OF EMPLOYEES:

Disclosure pertaining to remuneration and other
details as required under Section 197(12) of the
Companies Act, 2013 read with Rule 5(1) of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 are appended as
''Annexure B'' to the Boards'' Report.

22. ANNUAL RETURN:

The copy of Annual Return as required under section
134(3) of the Companies Act, 2013, is available on
Company''s website i.e. www.venuspipes.com for the
kind perusal and information.

23. DIRECTORS RESPONSIBILITY STATEMENT

I n accordance with the provisions of section 134(5)
of the Companies Act, 2013 the Board hereby submits
its responsibility statement:-

(a) In 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
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 and loss of the
Company for the 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 director had prepared the annual accounts
on a going concern basis; and

(e) Internal financial control means the policies and
procedures adopted by the Company for ensuring
the orderly and efficient conduct of its business
including adherence to 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
information.

(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.

24. DISCLOSURE OF ACCOUNTING TREATMENT

In the preparation of the financial statements,
the Company has followed the Indian Accounting
Standards (Ind AS) referred to in Section 133 of the
Companies Act, 2013. The significant accounting
policies which are consistently applied are set out in
the Notes to the Financial Statements.

25. STATEMENT CONCERNING DEVELOPMENT AND
IMPLEMENTATION OF RISK MANAGEMENT POLICY
OF THE COMPANY

The Company recognises that risk is an integral part
of business and is committed to managing the risks
in a proactive and efficient manner. The process
comprising of review of the risks associated with the
business of the Company, its root causes and the
efficacy of the measures taken to mitigate the same.
Risk management at the Company is an integral
part of the business model, focusing on making the
business model emerge stronger and ensuring that
profitable business growth becomes sustainable.

The Company has also developed and implemented
a Risk Management policy detailing risks associated
with its business, process of identification of
elements of risks, monitoring and mitigation of these
risks. The Management of the Company with the help
of inhouse team and internal auditor, identifies the
risks. Risks are generally associated with the areas
of new products, information security, digitisation
etc. The Company had taken adequate checks and
balances to eliminate and minimise the risk through
the robust implementation of software system.
The Risk Management Policy of the Company may
be accessed at the website of the Company at
https://www.venuspipes.com/investors/policies/

26. ESTABLISHMENT OF VIGIL MECHANISM / WHISTLE
BLOWER POLICY FOR DIRECTORS AND EMPLOYEES

Your Company promotes ethical behavior in all its
business activities and has put in place a mechanism
wherein the employees are free to report illegal or
unethical behavior, actual or suspected fraud or
violation of the Company''s Codes of Conduct or
Corporate Governance Policies or any improper
activity to the Chairman of the Audit Committee
of the Company or Chairman of the Board. The
Whistleblower Policy has been duly communicated
within your Company. Under the Whistle Blower
Policy, the confidentiality of those reporting
violation(s) is protected and they are not subject to
any discriminatory practices. No personnel have been
denied access to the Audit Committee in this regard.

The Vigil Mechanism and Whistle Blower Policy
may be accessed on the Company''s https://www.
venuspipes.com

27. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED
BY THE COMPANY ON ITS CORPORATE SOCIAL
RESPONSIBILITY INITIATIVES

The Corporate Social Responsibility Committee
(CSR Committee) had formulated and recommended
to the Board, a Corporate Social Responsibility Policy
(CSR Policy) indicating the activities to be undertaken
by the Company, and the same was duly approved by
the Board. The CSR Policy may be accessed on the
website of the Company at https://www.venuspipes.
com

year and the details of the composition of the CSR
Committee are given in the Annual CSR Report
provided as Annexure-C, which forms an integral part
of this Annual Report.

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

Your Company has in place a Prevention of sexual
harassment policy in line with the requirements of
the Sexual Harassment of Women at Workplace
(Prevention, Prohibition & Redressal) Act, 2013.
Complaints Committee has been set up to redress
complaints received regarding sexual harassment.
All employees (permanent, contractual, temporary,
trainees) are covered under this policy. Your Company
did not receive any sexual harassment complaints
during the year ended on 31^st March, 2025. The policy
adopted by the Company for Prevention of Sexual
Harassment is available on its website at https://
www.venuspipes.com

During the year under review, the Company has not
received any Complaint of sexual harassment.

29. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE
COMPANIES

The Company has no Associate Company, Subsidiaries
and Joint Ventures.

30. DEPOSITS

Your Company has not accepted any deposits from
the public falling within the purview of Section 73
and 74 of the Companies Act, 2013 read together
with the Companies (Acceptance of Deposit) Rules,
2014; therefore there was no principal or interest
outstanding as on the date of the balance sheet.

31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed analysis of the Company''s performance is
made in the Management Discussion and Analysis
Report, which forms part of this Annual Report.

32. BOARD OF DIRECTORS AND KEY MANAGERIAL
PERSONNEL

As on March 31,2025, the Board consists of 8 (eight)
Directors, with an optimum mix of 4 (four) Independent
Directors, 4 Executive Directors. The Board consists
of One Woman Independent Director.

Independent Directors

Based on the confirmation/ disclosures received from
the Directors and on evaluation of the relationships
disclosed, the following Non-Executive Directors are
Independent in terms of Regulation 16(1 )(b) of the
Listing Regulations and Section 149(6) of the Act:

â¢ Mr. Kailash Nath Bhandari (DIN 00026078)

â¢ Mr. Shyam Agrawal (DIN 03516372)

â¢ Mr. Pranay Ashok Surana (DIN 05192392)

â¢ Mrs. Komal Lokesh Khadaria (DIN 07805112)

Each Independent Director has confirmed to the
Company that he or she meets the criteria of
independence as provided in Section 149(6) of the Act
and Regulation 16 (1) (b) of the Listing Regulations.
There has been no change in the circumstances
which may affect their status as an Independent
Director during the year, which had been considered
and taken on record by the Board. All the Independent
Directors are registered in the database maintained by
the Indian Institute of Corporate Affairs (IICA) and a
declaration in this regard was received from each of
them. In the opinion of the Board, all the Independent
Directors are persons of integrity and possess
the relevant expertise and experience (including
proficiency) as required under the Act and the Rules
made thereunder.

Meeting of Independent Director:

Meeting of the Independent Directors without the
presence of Non- I ndependent Directors and members
of Management was duly held on March 31, 2025,
where the Independent Directors inter alia evaluated
the performance of Non-Independent Directors
and the Board of Directors as a whole, reviewed
the performance of Chairperson of the Board and
assessed the quality, quantity and timeliness of the
flow of information between the Management of the
Company and the Board of Directors.

Familiarisation Programmes for Independent
Directors:

All Directors including Independent Directors go
through a structured orientation/ familiarisation
programme to make them familiar with their roles,
rights and responsibilities in the Company at the
time of appointment and also on a recurrent basis.
The details of various programmes undertaken for
familiarising the Independent Directors are available
on the website of the Company at https://www.
venuspipes.com/

Key Managerial Personnel

Pursuant to provisions of Section 203 of the Act,

Mr. Arun Axaykumar Kothari (DIN 00926613),
Managing Director, Mr. Kunal Bubna, Chief Financial
Officer and Mr. Pavan Kumar Jain, Company Secretary
of the Company are the Key Managerial Personnel of
your Company as on 31^st March, 2025.

There has been no change in KMP during the year
under review.

Whole Time Director

Mr. Megharam Sagramji Choudhary (DIN 02617107),
Mr. Dhruv Mahendrakumar Patel (DIN 07098080) and
Mr. Jayantiram Motiram Choudhary (DIN- 02617118)
are the Whole Time Director of your Company as on
31^st March, 2025.

Re-appointments proposed at the AGM:

In accordance with the provisions of the Act and
the Articles of Association of the Company, Mr. Arun
Axaykumar Kothari (DIN 00926613), Director of the
Company, retires by rotation at the ensuing Annual
General Meeting and being eligible, offers himself for
re-appointment. Based on the recommendation of
the Nomination and Remuneration Committee, the
Board of Directors recommends his re-appointment
as a Managing Director, liable to retire by rotation

Meeting of Board of Directors

During the year under review, the Board of Directors
met 06 times on 9^th May, 2024, 25^th July, 2024, 30^thAugust, 2024, 13^th November, 2024, 13^th February, 2025
and 31^th March, 2025. The Directors of your Company
met at regular intervals with the gap between two
meetings not exceeding 120 days. The details of the
meetings are provided in the Corporate Governance
Report, which forms a part of this annual report.

Committees of the Board:

As on 31^st March, 2025, pursuant to the requirement
under the Act and the Listing Regulations, the Board
of Directors had the following Committees:

i. Audit Committee;

ii. Nomination and Remuneration Committee;

iii. Stakeholders'' Relationship Committee;

iv. Corporate Social Responsibility Committee

v. Risk Management Committee

vi. Management Committee

The composition, terms of reference of the
Committees and number of meetings held during the
year are provided in the Corporate Governance Report,
which forms a part of this annual report.

During the year, all the recommendations made by the
Board Committees, including the Audit Committee,
were accepted by the Board.

Formal Annual Evaluation Process by Board

During the financial year under review and in
accordance to the provisions of Section 134(3)
(p) of the Companies Act, 2013and Rule 8(4) of
the Companies (Accounts) Rules, 2014, The Board
based on evaluation criteria recommended by the
''Nomination and Remuneration Committee'' and ''Code
for Independent Directors'' evaluated the performance
of Board members. The Board after due discussion
and taking into consideration of the various aspects
such as Knowledge and skills, Competency,
Financial literacy, Attendance at the Meeting,
Responsibility towards the Board, Qualifications,
Experience, Fulfilment of functions assigned to him,
Ability to function as a team, Initiative Availability &
Attendance, Commitment, Contribution; expressed
their satisfaction with the evaluation process and
performance of the Board.

33. CORPORATE GOVERNANCE

Your Company has taken adequate steps to adhere
to all the stipulations laid down in the Listing
Regulations. A report on Corporate Governance is
disclosed separately in the Annual Report.

34. SIGNIFICANT AND MATERIAL PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND
COMPANIES OPERATION IN FUTURE

No significant or material order was passed by any
regulators or courts or tribunals which impact the
going concern status and company''s operation in
future.

35. COMPLIANCE WITH SECRETARIAL STANDARDS ON
BOARD AND GENERAL MEETINGS

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

36. PREVENTION OF INSIDER TRADING AND CODE OF
FAIR DISCLOSURE:

The Board has formulated a code of internal
procedures and conduct to regulate, monitor and
report trading by Insiders. This code lays down
guidelines, procedures to be followed and disclosures
to be made by the insiders while dealing with shares of
the Company and cautioning them on consequences
of non-compliances. The copy of the same is available
on the website of the Company in the Investor section
at https://www.venuspipes.com/investors/policies/

37. BUSINESS RESPONSIBILITY & SUSTAINABILITY
REPORT:

The Business Responsibility & Sustainability Report
("BRSR") of the Company for the Financial year ended
March 31, 2025 forms part of this Annual Report
as required under Regulation 34(2)(f) of the Listing
Regulations.

38. ENVIRONMENT, HEALTH AND SAFETY

The Company considers it is essential to protect the
Earth and limited natural resources as well as the
health and well being of every person. The Company
strives to achieve safety, health and environmental
excellence in all aspects of its business activities.
Acting responsibly with a focus on safety, health and
the environment is a part of the Companies DNA.

39. HUMAN RESOURCES AND INDUSTRIAL RELATIONS

Your Company lays emphasis on competence and
commitment of its human capital recognising its
pivotal role for organisational growth. During the
year, the Company maintained a record of peaceful
employee relations. Your directors wish to place on
record their appreciation for the commitment shown
by the employees throughout the year.

40. OTHER DISCLOSURES:

a. Buy Back of Securities

The Company has not brought back any its
securities during the year under review.

b. Sweat Equity

The Company has not issued any Sweat Equity
Shares during the year under review.

c. Bonus Shares

The Company has not issued Bonus shares
during the year under review.

d. Employee Stock Option Plan

The Company have passed the Special
Resolution at the 9^th General meeting held on
25^th September, 2023 and implemented of
"Venus Pipes & Tubes Limited - Employee Stock
Option Scheme 2023" (hereinafter referred to as
"ESOS 2023", "Scheme", "Plan") authorising the
Board of Directors of the Company (hereinafter
referred to as the "Board", which term shall be
deemed to include any committee, including
the Nomination and Remuneration Committee
which the Board has constituted to exercise its
powers, including the powers, conferred by this
resolution read with Regulation 5 of SEBI SBEB
Regulations) to create, issue and grant not
exceeding 4,00,000 (Four lakhs) Employee Stock
Options (hereinafter referred to as the "Options"),
in one or more tranches, to or for the benefit of
such person(s) who are in the employment or
service of the Company (together with the stock
options proposed to be created / offered / issued
/ allotted to or for the benefit of such persons
who are permanent Employees of the Company,
Subsidiary Companies, Holding Company, Group
Company or Associate Companies in terms of
ESOS 2023), present and future, in India or outside
India, including any director, whether a whole time
director or not, including a non-executive director
(other than employees / directors who are
promoters or belonging to the promoter group,
independent directors and directors holding
directly or indirectly more than ten percent of
the outstanding equity shares of the Company),
subject to their eligibility as may be determined
under the ESOS 2023, which upon exercise shall
not exceed in aggregate 4,00,000 (Four lakhs)
equity shares ("Shares") having a face value of
'' 10/- (Rupees Ten Only) each fully paid-up of the
Company, where one Option upon exercise shall
convert into one Share upon exercise subject to
payment / recovery of requisite exercise price
and applicable taxes, on such terms, conditions
and in such manner as the Board / Nomination
and Remuneration Committee may decide in
accordance with the provisions of the applicable
laws and the provisions of the Plan.

During the year under review, the Company
received In-principle approval on dated 8^th August,
2024 from the BSE Ltd (the "Designated Stock
Exchange") (Scrip Code: 543528) and National
Stock Exchange of India Limited (Nse Symbol:

VENUSPIPES) and implemented the Employee
Stock Option Scheme 2023 ("ESOP 2023") for
its employees. The ESOP 2023 formulated by the
Company is in compliance with the applicable
regulations.

During the year under review, no stock options
were granted/ vested/exercised under ESOP
2023.

e. The Company has not entered into one
time settlement with any Banks or Financial
Institutions during the year. Hence, disclosure
pertaining to difference between amount of the
valuation done at the time of one-time settlement
and the valuation done while taking loan is not
applicable.

41. AWARDS AND RECOGNITION

During the year under review, following awards and
recognitions were achieved by the Company.

The Company was accredited in accordance with the
standard ISO/IEC 17025:2017, Venus'' manufacturing
facilities at Dhaneti received the NABL accreditation
for Competence of Testing & Calibration Laboratories
in the field of Testing.

42. ACKNOWLEDGEMENT

The Board would like to place on record, its
appreciation to all employees at all level for their
dedicated efforts.

Your director also wish to place on record their
appreciation and acknowledge with gratitude for
support and co-operation extended by various
government authorities, clients and bankers from
time to time to look forward to their continue support.

For and On Behalf of the Board

Arun Axaykumar Kothari

Place: Dhaneti Chairman and Managing Director

Date: 28^th August, 2025 DIN - 00926613

Mar 31, 2024

The Board of directors of your company are pleased to present the 10th Annual Report of the Company for the financial year ending on 31 March, 2024.

1. FINANCIAL RESULTS:

The financial statements of the Company for the financial year ended 31 March, 2024, have been prepared in accordance with the Indian Accounting Standards (Ind AS) as noticed by the Ministry of Corporate Affairs and as amended from time to time.

The Company''s financial performance for the year ended under review along with previous year is given hereunder:

(Amounts in Rupees '' mn)
Particulars	For the year ended	For the year ended
Particulars	31 March, 2024	31 March, 2023
Total Income	8,053.76	5,547.91
Total Expense	6,897.33	4,951.06
Profit before Tax	1,156.43	596.85
Add: Depreciation (Including Amortised Exp.)	117.69	19.71
Cash Profit	1,274.12	616.56
Less : Provision for Tax	236.55	147.48
Less : Deferred Tax Liability	60.09	7.30
Add : Deferred Tax Assets	-	-
Profit After Tax	977.48	461.78
Less : Depreciation	117.69	19.71
Profit Transferred to Reserve & Surplus	859.79	442.07

2. RESULTS OF THE BUSINESS OPERATION AND STATE OF COMPANYâS AFFAIRS:

During the year under review, the Company has achieved turnover of '' 8,021.98/- mn and the Company has earned net profit after tax during the year at '' 859.79/- mn as against the net profit of '' 442.07/- mn in the previous year.

3. DIVIDEND:

The Company recommended/ declared dividend as under:

Dividend Type	Financial year 2023-24
	Dividend per share o	Dividend %	Dividend payout (In '' mn)
Interim Dividend	0.50	5%	10.15
Final Dividend *	0.50*	5%	10.15

** Recommended by the Board of Directors at their meeting held on 09 May, 2024, subject to the approval of the members at the 10th AGM.

The Dividend Distribution Policy, in terms of Regulation 43A of the SEBI Listing Regulations is available on the Company''s website on https://www.venuspipes.com/investors/policies/

4. CREDIT RATING:

Your Company''s financial discipline and prudence is reflected in the strong credit rating ascribed by rating agency. The details of the credit rating are disclosed in Corporate Governance Report, which forms part of the Annual Report.

5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND:

I n compliance with provisions section 125(2) of the companies Act, 2013 and rules made thereunder, the Company has transferred '' 17,928.42/- (Rupees Seventeen Thousand and Nine Hundred and Twenty Eight only) to a Separate unclaimed dividend account. As on 31 March, 2024, the Company do not have any unpaid dividend due to be transferred to Investor Education and Protection Fund.

6. TRANSFER TO RESERVES IN TERMS OF SECTION 134 (3) (J) OF THE COMPANIES ACT, 2013

For the financial year ended 31 March, 2024, the Company has proposed to carry an amount of '' 859.79/- mn to General Reserve Account.

7. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There were no changes in the nature of business of your Company during the year under review.

No Material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which these Financial Statements relate and on the date of this report.

Further, during the financial year under report, no significant or material orders have been passed by any of the regulators or courts or tribunals impacting the going concern status and operations of the Company in future.

9. LISTING

For the year ended 31 March, 2024, 5,074,100 Equity Shares of face value of '' 10/- each (âEQUITY SHARES") are listed on BSE Ltd (the âDesignated Stock Exchange") (Scrip Code: 543528) and National Stock Exchange of India Limited (Nse Symbol: VENUSPIPES) and the Company have paid the Annual listing fees for the financial year 2024-2025.

10. SHARE CAPITAL

The Authorised share capital of the Company as on 31 March, 2024 is '' 25,00,00,000/- divided into 2,50,00,000 equity shares of '' 10/- each.

The Paid-up Share Capital of the Company as on 31 March, 2024 was '' 20,29,61,100/- divided into 2,02,96,110 Equity Shares of '' 10/- each fully paid up.

11. PREFERENTIAL ISSUE:

During the year the Company has passed Special Resolution through postal dated 30 March, 2024 for the issuance of 4,20,000 (Four Lakhs Seventy Thousand) Convertible Warrants (âWarrants") into Equity Shares at an issue price of '' 1700/- (Rupees Seventeen Hundred only) each per Warrant aggregating up to '' 71,40,00,000/- (Rupees Seventy-One Crores Forty Lakhs only) on a preferential basis to the Promotor and non-promoter category with a right to Warrant Holder to apply for and get allotted one equity share of face value of '' 10/- (Rupees Ten only) each per Warrant.

The amount raised by preferential issue will be used by the Company to meet the Capital Expenditure for expansion into Fittings business and capacity expansion of Seamless/Welded Pipes and Tubes.

12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

A. Conservation of Energy, Technology Absorption

The particulars required under the provisions of section 134(3)(m) of the Companies Act, 2013 in respect of conservation of energy and technology absorption have not been furnished considering the nature of activities undertaken by the Company during the year under review.

B. Foreign Exchange Earnings and Outgo

Earnings	'' 987.25/- mn
Outgo*	'' 1,176.61/- mn
*Includes both revenue & capex.

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

There were no loans, guarantees or investments made by the Company under section 186 of the Companies Act, 2013 during the year under review and hence the said provisions are not applicable.

14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES

All the transactions with related parties are placed before the Audit Committee for its approval. An omnibus approval from the Audit Committee is obtained for the related party transactions which are repetitive in nature.

All the transactions with related parties entered into during the financial year under review were at an arm''s length basis and in the ordinary course of business and in accordance with the provisions of the Act and the rules made thereunder, the SEBI Listing Regulations and your Company''s Policy on Related Party Transactions.

Your Company has not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act, in Form AOC 2, is not applicable.

15. STATUTORY AUDITOR

Pursuant to the provisions of Section 139 of the Companies Act, 2013 and rules framed thereafter, M/s Maheshwari & Co, Chartered Accountants (Firm Registration No: 105834W), has been appointed as Statutory Auditors of the Company from the conclusion of the 6th Annual General Meeting (AGM) of the Company held on 31 December, 2020 till the conclusion of Annual General Meeting to be held for Financial Year 2024-25.

In pursuant to Companies Amendment Act, 2017, enforced on 07 May, 2018 by Ministry of Corporate Affairs, the appointment of statutory auditor is not required to be ratified at every annual general meeting.

COMMENTS ON AUDITORSâ REPORT OR EXPLANATION TO AUDITORâS REMARKS:

The Auditors'' Report for the financial year ended on 31 March, 2024 forms part of this Annual Report and the same does not contain any qualification, reservation or adverse remark.

There have been no instances of fraud reported by the Auditors under Section 143(12) of the Companies Act, 2013.

16. SECRETARIAL AUDITOR

The Board has appointed M/s. Nikhil Dhanotiya & Associates, Practicing Company Secretaries, to conduct Secretarial Audit for the financial year ended 31 March, 2024. The Secretarial Audit Report for the financial year ended 31 March, 2024 is annexed herewith marked as Annexure: A to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

During the year under review, the Secretarial Auditors have not reported any matter under Section 143(12)

17. INTERNAL AUDITOR:

The Company has appointed M/s Goyal Swati & Co., Chartered accountant as Internal Auditor of the Company report directly to the Audit Committee of the Company for the financial year 2023-2024.

The idea behind conducting Internal Audit is to examine that the Company is carrying out its operations effectively and performing the processes, procedures and functions as per the prescribed norms. The Internal Auditors reviewed the adequacy and efficiency of the key internal controls guided by the Audit Committee.

During the year under review, the Internal Auditors have not reported any matter under Section 143(12) of the Act. Therefore, no details are required to be disclosed under Section 134 (3) (ca) of the Act.

18. COST AUDIT

In accordance with the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, and amendments thereof, the Board has, on the recommendation of the Audit Committee, appointed M/s. K V M & Co. (Firm Regn No. 000458) at a remuneration of '' 55,000/- (Rupees Fifty Five Thousand Only) plus taxes as applicable and re-imbursement of out of pocket expenses as may be incurred for conducting the Cost Audit for the financial year 2024-2025.

I n terms of the provisions of Section 148(3) of the Companies Act, 2013 read with Rule 14(a)(ii) of the Companies (Audit and Auditors) Rules, 2014, the remuneration payable to the Cost Auditor is ratified by the shareholders. Accordingly, a resolution seeking the shareholders'' ratification of the remuneration payable to the Cost Auditors for the 2024-25 is included in the Notice convening the Annual General Meeting.

During the year, the Company filed the Cost Audit Report for the financial year 2022-23 with the Ministry of Corporate Affairs within the prescribed time limit. The Cost Audit Report for the financial year 2023-24, did not contain any qualification, reservation, adverse remark or disclaimer. The Cost Audit Report for the financial year ended 31 March, 2024 will be filed in due course.

During the year under review, the Cost Auditors have not reported any matter under Section 143(12) of the

19. EXPLANATION OR COMMENTS ON QUALIFICATION, RESERVATIONS OR ADVERSE REMARKS OR DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS

There were no qualifications, reservations or adverse remarks made by the Auditors in their report.

20. COMPANYâS POLICY RELATING TO DIRECTORS APPOINTMENT, PAYMENT OF REMUNERATION AND DISCHARGE OF THEIR DUTIES

The Board has on the recommendation of the Nomination and Remuneration Committee framed a policy for the selection and appointment of Directors, Senior Management Personnel and their remuneration. The Nomination and Remuneration Committee Policy of the Company may be accessed at the website of the Company at https://www. venuspipes.com/investors/policies/

21. PARTICULARS OF EMPLOYEES:

Disclosure pertaining to remuneration and other details as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are appended as âAnnexure Bâ to the Boards'' Report.

22. ANNUAL RETURN:

The copy of Annual Return as required under section 134(3) of the Companies Act, 2013, is available on Company''s website i.e. www.venuspipes.com for the kind perusal and information.

23. DIRECTORS RESPONSIBILITY STATEMENT

I n accordance with the provisions of section 134(5) of the Companies Act, 2013 the Board hereby submits its responsibility statement:-

(a) In 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 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 and loss of the Company for the 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 director had prepared the annual accounts on a going concern basis; and

(e) Internal financial control means the policies and procedures adopted by the Company for ensuring the orderly and efficient conduct of its business including adherence to 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 information.

(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.

24. DISCLOSURE OF ACCOUNTING TREATMENT

In the preparation of the financial statements, the Company has followed the Indian Accounting Standards (Ind AS) referred to in Section 133 of the Companies Act, 2013. The significant accounting policies which are consistently applied are set out in the Notes to the Financial Statements.

25. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THE COMPANY

The Company recognises that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. The process comprising of review of the risks associated with the business of the Company, its root causes and the efficacy of the measures taken to mitigate the same. Risk management at the Company is an integral part of the business model, focusing on making the business model emerge stronger and ensuring that profitable business growth becomes sustainable.

risks. The Management of the Company with the help of inhouse team and internal auditor, identifies the risks. Risks are generally associated with the areas of new products, information security, digitisation etc. The Company had taken adequate checks and balances to eliminate and minimise the risk through the robust implementation of software system. The Risk Management Policy of the Company may be accessed at the website of the Company at https:// www.venuspipes.com/investors/policies/

26. ESTABLISHMENT OF VIGIL MECHANISM / WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES

Your Company promotes ethical behavior in all its business activities and has put in place a mechanism wherein the employees are free to report illegal or unethical behavior, actual or suspected fraud or violation of the Company''s Codes of Conduct or Corporate Governance Policies or any improper activity to the Chairman of the Audit Committee of the Company or Chairman of the Board. The Whistleblower Policy has been duly communicated within your Company. Under the Whistle Blower Policy, the confidentiality of those reporting violation(s) is protected and they are not subject to any discriminatory practices. No personnel have been denied access to the Audit Committee in this regard.

The Vigil Mechanism and Whistle Blower Policy may be accessed on the Company''s https://www. venuspipes.com

27. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

The Corporate Social Responsibility Committee (CSR Committee) had formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, and the same was duly approved by the Board. The CSR Policy may be accessed on the website of the Company at https://www.venuspipes. com

Corporate Social Responsibility has been an integral part of the Company''s culture. A brief outline of the CSR Policy of the Company, the CSR initiatives/ activities undertaken by the Company during the year and the details of the composition of the CSR Committee are given in the Annual CSR Report provided as Annexure-C, which forms an integral part of this Annual Report.

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

Your Company has in place a Prevention of sexual harassment policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013. Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. Your Company did not receive any sexual harassment complaints during the year ended on 31 March, 2024. The policy adopted by the Company for Prevention of Sexual Harassment is available on its website at https:// www.venuspipes.com

29. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES

The Company has no Associate Company, Subsidiaries and Joint Ventures.

30. DEPOSITS

Your Company has not accepted any deposits from the public falling within the purview of Section 73 and 74 of the Companies Act, 2013 read together with the Companies (Acceptance of Deposit) Rules, 2014; therefore there was no principal or interest outstanding as on the date of the balance sheet.

31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed analysis of the Company''s performance is made in the Management Discussion and Analysis Report, which forms part of this Annual Report.

32. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

As on 31 March, 2024, the Board consists of 8 (eight) Directors, with an optimum mix of 4 (four) Independent Directors, 4 Executive Directors. The Board consists of One Woman Independent Director.

Independent Directors

Based on the confirmation/ disclosures received from the Directors and on evaluation of the relationships disclosed, the following Non-Executive Directors are Independent in terms of Regulation 16(1)(b) of the Listing Regulations and Section 149(6) of the Act:

â¢ Mr. Kailash Nath Bhandari (DIN 00026078)

â¢ Mr. Shyam Agrawal (DIN 03516372)

â¢ Mr. Pranay Ashok Surana (DIN 05192392)

â¢ Mrs. Komal Lokesh Khadaria (DIN 07805112)

Each Independent Director has confirmed to the Company that he or she meets the criteria of independence as provided in Section 149(6) of the Act and Regulation 16 (1) (b) of the Listing Regulations. There has been no change in the circumstances which may affect their status as an Independent Director during the year, which had been considered and taken on record by the Board. All the Independent Directors are registered in the database maintained by the Indian Institute of Corporate Affairs (IICA) and a declaration in this regard was received from each of them. In the opinion of the Board, all the Independent Directors are persons of integrity and possess the relevant expertise and experience (including proficiency) as required under the Act and the Rules made thereunder.

Meeting of Independent Director:

Meeting of the Independent Directors without the presence of Non- Independent Directors and members of Management was duly held on 29 January, 2024, where the Independent Directors inter alia evaluated the performance of Non-Independent Directors and the Board of Directors as a whole, reviewed the performance of Chairperson of the Board and assessed the quality, quantity and timeliness of the flow of information between the Management of the Company and the Board of Directors.

Familiarisation Programmes for Independent Directors:

All Directors including Independent Directors go through a structured orientation/ familiarisation programme to make them familiar with their roles, rights and responsibilities in the Company at the time of appointment and also on a recurrent basis. The details of various programmes undertaken for familiarising the Independent Directors are available on the website of the Company at https ://www. venuspipes.com/

Key Managerial Personnel

Pursuant to provisions of Section 203 of the Act,

Mr. Arun Axaykumar Kothari (DIN 02344536), Managing Director, Mr. Kunal Bubna, Chief Financial Officer and Mr. Pavan Kumar Jain, Company Secretary of the Company are the Key Managerial Personnel of your Company as on 31 March, 2024.

Mr. Arun Axaykumar Kothari was resigned as Chief Financial Officer of the Company from 01 September, 2023 and Mr. Kunal Bubna was appointed as Chief Financial Officer of the Company by the Board of Directors with effect from 02 September, 2023 pursuant to the provisions of Companies Act, 2013.

Whole Time Director

Mr. Megharam Sagramji Choudhary (DIN 02617107), Mr. Dhruv Mahendrakumar Patel (DIN 07098080) and Mr. Jayantiram Motiram Choudhary (DIN- 02617118) are the Whole Time Director of your Company as on 31 March, 2024.

Mr. Jayantiram Motiram Choudhary (DIN: 02617118) was re-appointed as a Whole-time Director, of the Company, for a period of 5 years with effect from 01 September, 2023.

Re-appointments proposed at the AGM:

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr. Dhruv Mahendrakumar Patel (DIN 07098080), Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. Based on the recommendation of the Nomination and Remuneration Committee, the Board of Directors recommends his re-appointment as a Whole Time Director, liable to retire by rotation

Meeting of Board of Directors

During the year under review, the Board of Directors met 07 times on 24 May, 2023, 03 August, 2023, 01 September, 2023, 26 October, 2023, 29 January, 2024, 28 February, 2024 and 30 March, 2024. The Directors of your Company met at regular intervals with the gap between two meetings not exceeding 120 days. The details of the meetings are provided in the Corporate Governance Report, which forms a part of this annual report.

Committees of the Board:

As on 31 March, 2024, pursuant to the requirement under the Act and the Listing Regulations, the Board of Directors had the following Committees:

i. Audit Committee;

ii. Nomination and Remuneration Committee;

iii. Stakeholders'' Relationship Committee;

iv. Corporate Social Responsibility Committee

v. Risk Management Committee

The composition, terms of reference of the Committees and number of meetings held during the year are provided in the Corporate Governance Report, which forms a part of this annual report.

During the year, all the recommendations made by the Board Committees, including the Audit Committee, were accepted by the Board.

Formal Annual Evaluation Process by Board

During the financial year under review and in accordance to the provisions of Section 134(3) (p) of the Companies Act, 2013and Rule 8(4) of the Companies (Accounts) Rules, 2014, The Board based on evaluation criteria recommended by the ''Nomination and Remuneration Committee'' and ''Code for Independent Directors'' evaluated the performance of Board members. The Board after due discussion and taking into consideration of the various aspects such as Knowledge and skills, Competency, Financial literacy, Attendance at the Meeting, Responsibility towards the Board, Qualifications, Experience, Fulfilment of functions assigned to him, Ability to function as a team, Initiative Availability & Attendance, Commitment, Contribution; expressed their satisfaction with the evaluation process and performance of the Board.

33. CORPORATE GOVERNANCE

Your Company has taken adequate steps to adhere to all the stipulations laid down in the Listing Regulations. A report on Corporate Governance is disclosed separately in the Annual Report.

34. SIGNIFICANT AND MATERIAL PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANIES OPERATION IN FUTURE

No significant or material order was passed by any regulators or courts or tribunals which impact the going concern status and company''s operation in future.

35. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD AND GENERAL MEETINGS

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

36. PREVENTION OF INSIDER TRADING AND CODE OF FAIR DISCLOSURE:

The Board has formulated a code of internal procedures and conduct to regulate, monitor and report trading by Insiders. This code lays down guidelines, procedures to be followed and disclosures to be made by the insiders while dealing with shares of the Company and cautioning them on consequences of non-compliances. The copy of the same is available on the website of the Company in the Investor section at https://www.venuspipes.com/investors/policies/

37. DISCLOSURE ABOUT UTILISATION OF INITIAL PUBLIC OFFER (IPO) PROCEEDS

The Board Your Company discloses to the Audit Committee the uses/application of proceeds/funds raised from the initial public offer (IPO) as part of the quarterly review of financial results. Your Company has appointed CARE Ratings Limited as the Monitoring Agency in terms of Regulation 41 of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements), Regulations 2018 (âICDR Regulationsâ), as amended from time to time, to monitor the utilisation of IPO proceeds. The Company has obtained monitoring reports from the Monitoring Agency on a quarterly basis confirming no deviation or variation in the utilisation of IPO proceeds from the objects stated in the Prospectus. The Company has submitted the statement(s) and Monitoring Agency Report as required under Regulation 32 of the SEBI Listing Regulations to both the exchanges where the equity shares of the Company are listed, namely the National Stock Exchange of India Limited (NSE) and BSE Limited (BSE).

During the period under review, the Company have fully utilised proceeds of the Initial Public Offer (IPO) as per the object mentioned in the offer documents, there has been no deviation or variation in the utilisation of the proceeds of the Initial Public Offer (IPO).

38. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT:

The Business Responsibility & Sustainability Report (âBRSRâ) of the Company for the Financial year ended 31 March, 2024 forms part of this Annual Report as required under Regulation 34(2)(f) of the Listing Regulations.

42. AWARDS AND RECOGNITION

The Company received recognition from the NSF International with NSF/ANSI/CAN 61 and all applicable requirements.

43. ACKNOWLEDGEMENT

The Board would like to place on record, its appreciation to all employees at all level for their dedicated efforts.

39. ENVIRONMENT, HEALTH AND SAFETY

The Company considers it is essential to protect the Earth and limited natural resources as well as the health and well being of every person. The Company strives to achieve safety, health and environmental excellence in all aspects of its business activities. Acting responsibly with a focus on safety, health and the environment is a part of the Companies DNA.

40. HUMAN RESOURCES AND INDUSTRIAL RELATIONS

Your Company lays emphasis on competence and commitment of its human capital recognising its pivotal role for organisational growth. During the year, the Company maintained a record of peaceful employee relations. Your directors wish to place on record their appreciation for the commitment shown by the employees throughout the year.

41. OTHER DISCLOSURES:a. Buy Back of Securities

The Company has not brought back any its securities during the year under review.

b. Sweat Equity

The Company has not issued any Sweat Equity Shares during the year under review.

c. Bonus Shares

The Company has not issued Bonus shares during the year under review.

d. Employee Stock Option Plan

During the year, the company have passed the Special Resolution at the 9th General meeting held on September 25, 2023 for approval of âVenus Pipes & Tubes Limited - Employee Stock Option Scheme 2023â (hereinafter referred to as âESOS 2023â, âSchemeâ, âPlanâ) authorizing the Board of Directors of the Company (hereinafter referred to as the âBoardâ, which term shall be deemed to include any committee, including the Nomination and Remuneration Committee which the Board has constituted to exercise its powers, including the powers, conferred by this resolution read with Regulation 5 of SEBI SBEB Regulations) to create, issue and grant not exceeding 4,00,000 (Four Lakhs) Employee Stock Options (hereinafter referred to as the âOptionsâ),

in one or more tranches, to or for the benefit of such person(s) who are in the employment or service of the Company (together with the stock options proposed to be created / offered / issued / allotted to or for the benefit of such persons who are permanent Employees of the Company, Subsidiary Companies, Holding Company, Group Company or Associate Companies in terms of ESOS 2023), present and future, in India or outside India, including any director, whether a whole time director or not, including a non-executive director (other than employees / directors who are promoters or belonging to the promoter group, independent directors and directors holding directly or indirectly more than ten percent of the outstanding equity shares of the Company), subject to their eligibility as may be determined under the ESOS 2023, which upon exercise shall not exceed in aggregate 4,00,000 (Four Lakhs) equity shares (âSharesâ) having a face value of Rs.10/- (Rupees Ten Only) each fully paid-up of the Company, where one Option upon exercise shall convert into one Share upon exercise subject to payment / recovery of requisite exercise price and applicable taxes, on such terms, conditions and in such manner as the Board / Nomination and Remuneration Committee may decide in accordance with the provisions of the applicable laws and the provisions of the Plan.

Post March 31,2023, the Company has received In-principle approval on dated August 08, 2024 from the BSE Ltd (the âDesignated Stock Exchangeâ) (Scrip Code: 543528) and National Stock Exchange of India Limited (Nse Symbol: VENUSPIPES) and implemented the Employee Stock Option Scheme 2023 (âESOP 2023â) for its employees. The ESOP 2023 formulated by the Company is in compliance with the applicable regulations..

e. The Company has not entered into one time settlement with any Banks or Financial Institutions during the year. Hence, disclosure pertaining to difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan is not applicable.

Your director also wish to place on record their appreciation and acknowledge with gratitude for support and co-operation extended by various government authorities, clients and bankers from time to time to look forward to their continue support.

Mar 31, 2023

BOARD''S REPORT

To,

The Members,

Venus Pipes & Tubes Limited

(Formerly Known as Venus Pipes & Tubes Private Limited)

The Board of directors of your company are pleased to present the 9th Annual Report of the Company for the financial year
ending on 31 March, 2023.

1. FINANCIAL RESULTS:

The financial statements of the Company for the financial year ended 31 March, 2023, have been prepared in accordance
with the Indian Accounting Standards (Ind AS) as noticed by the Ministry of Corporate Affairs and as amended from time
to time.

The Company''s financial performance for the year ended under review along with previous year is given hereunder:

Particulars	For the year ended 31 March, 2023	For the year ended 31 March, 2022
Total Income	5,547.91	3,890.75
Total Expense	4,951.06	3,461.97
Profit before Tax	596.85	428.78
Add: Depreciation (Including Amortised Exp.)	19.71	14.25
Cash Profit	616.56	443.03
Less : Provision for Tax	147.48	109.01
Less : Deferred Tax Liability	7.30	3.09
Add : Deferred Tax Assets	-	-
Profit After Tax	461.78	330.93
Less : Depreciation	19.71	14.25
Profit Transferred to Reserve & Surplus	442.07	316.68

2. RESULTS OF THE BUSINESS OPERATION AND STATE OF COMPANYâS AFFAIRS:

During the year under review, the Company has achieved turnover of '' 5,523.96/- mn and the Company has earned net
profit after tax during the year at '' 442.07/- mn as against the net profit of '' 316.68/- mn in the previous year.

3. DIVIDEND:

The Company recommended/ declared dividend as under:

Dividend Type	Financial year 2022-23
Dividend Type	Dividend per share (?)	Dividend %	Dividend payout(In Million)
Interim Dividend	0.50	5%	10.15
Final Dividend *	0.50*	5%	10.15

4. CREDIT RATING:

Your Company''s financial discipline and prudence is
reflected in the strong credit rating ascribed by rating
agency. The details of the credit rating are disclosed
in Corporate Governance Report, which forms part of
the Annual Report.

5. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR
EDUCATION AND PROTECTION FUND:

I n compliance with provisions section 125(2) of the
companies Act, 2013 and rules made thereunder,
the Company has transferred '' 9,011/- (Rupees Nine
Thousand and Eleven only) to a Separate unclaimed
dividend account. For the Financial Year 2022-23,
no transfer of unclaimed dividend to IEPF was made
during the year under review.

6. TRANSFER TO RESERVES IN TERMS OF SECTION
134 (3) (J) OF THE COMPANIES ACT, 2013

For the financial year ended 31 March, 2023, the
Company has proposed to carry an amount of ''
442.07/-mn to General Reserve Account.

7. CHANGE IN THE NATURE OF BUSINESS, IF ANY

There were no changes in the nature of business of
your Company during the year under review.

9. INITIAL PUBLIC OFFER

The Company filed a red herring prospectus dated 02
May, 2022 with Registrar of Companies, Ahmedabad,
for an Initial Public Offer of 5,074,100 Equity Shares of
face value of '' 10/- each ("EQUITY SHARES") for cash
at a price of '' 326/- Per Equity Share (including a Share
Premium of '' 316/- Per Equity Share aggregating

to '' 1,654.16 mn The Company had appointed SMC
Capitals Limited as book running lead manager
(the "BRLM"), and KFin Technologies Limited as the
Registrar to the Issue .

The equity shares were listed on BSE Limited (the
"Designated Stock Exchange") and National Stock
Exchange of India Limited with effect from 24 May,
2022.

Initial and Annual Listing fees has been duly paid by
the Company to the Exchange.

10. SHARE CAPITAL

The Authorised share capital of the Company as
on 31 March, 2023 is '' 25,00,00,000/- divided into
2,50,00,000 equity shares of '' 10/- each.

The Paid-up Share Capital of the Company as on
31 March, 2023 was '' 20,29,61,100/- divided into
2,02,96,110 Equity Shares of '' 10/- each fully paid up.

11. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION, FOREIGN EXCHANGE EARNINGS AND
OUTGO

A. Conservation of Energy, Technology Absorption

B. Foreign Exchange Earnings and Outgo

Earnings '' 298.02/-mn

Outgo* '' 1,664.39/- mn

*Includes revenue & capex.

12. PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS MADE UNDER SECTION 186 OF THE
COMPANIES ACT, 2013

There were no loans, guarantees or investments made
by the Company under section 186 of the Companies
Act, 2013 during the year under review and hence the
said provisions are not applicable.

13. PARTICULARS OF CONTRACTS OR ARRANGEMENTS
MADE WITH RELATED PARTIES

All the transactions with related parties are placed
before the Audit Committee for its approval. An
omnibus approval from the Audit Committee is

obtained for the related party transactions which are
repetitive in nature.

14. STATUTORY AUDITOR

Pursuant to the provisions of Section 139 of the
Companies Act, 2013 and rules framed thereafter,
M/s Maheshwari & Co, Chartered Accountants (Firm
Registration No: 105834W), has been appointed
as Statutory Auditors of the Company from the
conclusion of the 6th Annual General Meeting (AGM)
of the Company held on 31 December, 2020 to till the
conclusion of Annual General Meeting to be held for
2024-25.

In pursuant to Companies Amendment Act, 2017,
enforced on 07 May, 2018 by Ministry of Corporate
Affairs, the appointment of statutory auditor is not
required to be ratified at every annual general meeting.

COMMENTS ON AUDITORS'' REPORT OR
EXPLANATION TO AUDITOR''S REMARKS:

The Auditors'' Report for the financial year ended on 31
March, 2023 forms part of this Annual Report and the
same does not contain any qualification, reservation
or adverse remark.

There have been no instances of fraud reported by the
Auditors under Section 143(12) of the Companies Act,
2013.

15. SECRETARIAL AUDITOR

The Board has appointed M/s. Agrawal Mundra
& Associates, Practicing Company Secretaries, to
conduct Secretarial Audit for the financial year ended
31 March, 2023. The Secretarial Audit Report for
the financial year ended 31 March, 2023 is annexed
herewith marked as Annexure: A to this Report.
The Secretarial Audit Report does not contain any

qualification, reservation or adverse remark.

16. INTERNAL AUDITOR:

M/s Goyal Swati & Co Chartered Accountants, the
Internal Auditors of the Company.

17. COST AUDIT

Pursuant to Section 148 of the Companies Act, 2013
read with the Companies (Cost Records and Audit)
Rules, 2014 and amendments thereof, the Company
is required to maintain cost accounting records
and accordingly such accounts and records are
maintained in the prescribed manner. Further, the cost
accounting records maintained by the Company are
required to be audited.

For the 2022-23, M/s K V Melwani & Associate (Firm
Regn No. 100497), Cost Accountants were appointed
as Cost Auditors. On the recommendation of the Audit
Committee, the Board has appointed M/s K V M & Co.,
Cost Accountants as Cost Auditors for auditing the
cost records of the Company for the 2023-24.

The Act mandates that the remuneration payable
to the Cost Auditor is ratified by the shareholders.
Accordingly, a resolution seeking the shareholders''
ratification of the remuneration payable to the Cost
Auditors for the 2023-24 is included in the Notice
convening the Annual General Meeting. During the
year, the Company filed the Cost Audit Report for the
2021-22 with the Ministry of Corporate Affairs within
the prescribed time limit. The Cost Audit Report
for the 2021-22, did not contain any qualification,
reservation, adverse remark or disclaimer. The Cost
Audit Report for the 2022-23 shall be made available
by Cost Auditors within the due date.

18. EXPLANATION OR COMMENTS ON QUALIFICATION,
RESERVATIONS OR ADVERSE REMARKS OR
DISCLAIMERS MADE BY THE AUDITORS AND THE
PRACTICING COMPANY SECRETARY IN THEIR
REPORTS

There were no qualifications, reservations or adverse
remarks made by the Auditors in their report.

19. COMPANY''S POLICY RELATING TO DIRECTORS
APPOINTMENT, PAYMENT OF REMUNERATION AND
DISCHARGE OF THEIR DUTIES

20. PARTICULARS OF EMPLOYEES:

21. ANNUAL RETURN:

The copy of Annual Return as required under section
134(3) of the Companies Act, 2013, is available on
Company''s website i.e. www.venuspipes.com for the
kind perusal and information.

22. DIRECTORS RESPONSIBILITY STATEMENT

I n accordance with the provisions of section 134(5)
of the Companies Act, 2013 the Board hereby submits
its responsibility statement:-

(a) In preparation of the annual accounts, the
applicable accounting standards had been
followed along with proper explanation relating
to material departures;

(d) The director had prepared the annual accounts
on a going concern basis; and

(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.

23. DISCLOSURE OF ACCOUNTING TREATMENT

24. STATEMENT CONCERNING DEVELOPMENT AND
IMPLEMENTATION OF RISK MANAGEMENT POLICY
OF THE COMPANY

The Company has also developed and implemented
a Risk Management policy detailing risks associated
with its business, process of identification of
elements of risks, monitoring and mitigation of these
risks. The Management of the Company with the help
of inhouse team and internal auditor, identifies the
risks. Risks are generally associated with the areas
of new products, information security, digitisation
etc. The Company had taken adequate checks and
balances to eliminate and minimise the risk through
the robust implementation of software system. The
Risk Management Policy of the Company may be
accessed at the website of the Company at https://
www.venuspipes.com/investors/policies/

25. ESTABLISHMENT OF VIGIL MECHANISM / WHISTLE
BLOWER POLICY FOR DIRECTORS AND EMPLOYEES

The Vigil Mechanism and Whistle Blower Policy may
be accessed on the website of the Company at https://
www.venuspipes. com

26. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED
BY THE COMPANY ON ITS CORPORATE SOCIAL
RESPONSIBILITY INITIATIVES

The Corporate Social Responsibility Committee (CSR
Committee) had formulated and recommended to the
Board, a Corporate Social Responsibility Policy (CSR
Policy) indicating the activities to be undertaken by
the Company, and the same was duly approved by
the Board. The CSR Policy may be accessed on the
website of the Company at https://www.venuspipes.
com

Corporate Social Responsibility has been an integral
part of the Company''s culture. A brief outline of
the CSR Policy of the Company, the CSR initiatives/
activities undertaken by the Company during the
year and the details of the composition of the CSR
Committee are given in the Annual CSR Report
provided as Annexure-C, which forms an integral part
of this Annual Report.

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

trainees) are covered under this policy. Your Company
did not receive any sexual harassment complaints
during the year ended on 31 March, 2023. The policy
adopted by the Company for Prevention of Sexual
Harassment is available on its website at https://
www.venuspipes.com

28. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE
COMPANIES

The Company has no Associate Company, Subsidiaries
and Joint Ventures.

29. DEPOSITS

30. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed analysis of the Company''s performance is
made in the Management Discussion and Analysis
Report, which forms part of this Annual Report.

31. BOARD OF DIRECTORS AND KEY MANAGERIAL
PERSONNEL

As on 31 March, 2023, the Board consists of 8
(eight) Directors, with an optimum mix of 4 (four)
Independent Directors, 3 Executive Directors and 1
(one) Non-Executive Director. The Board consists of
One Woman Independent Director.

Independent Directors

â¢ Mr. Kailash Nath Bhandari (DIN 00026078)

â¢ Mr. Shyam Agrawal (DIN 03516372)

â¢ Mr. Pranay Ashok Surana (DIN 05192392)

â¢ Mrs. Komal Lokesh Khadaria (DIN 07805112)

which may affect their status as an Independent
Director during the year, which had been considered
and taken on record by the Board. All the Independent
Directors are registered in the database maintained by
the Indian Institute of Corporate Affairs (IICA) and a
declaration in this regard was received from each of
them. In the opinion of the Board, all the Independent
Directors are persons of integrity and possess
the relevant expertise and experience (including
proficiency) as required under the Act and the Rules
made thereunder.

Meeting of Independent Director:

Meeting of the Independent Directors without the
presence of Non- Independent Directors and members
of Management was duly held on 21 September, 2022,
where the Independent Directors inter alia evaluated
the performance of Non-Independent Directors
and the Board of Directors as a whole, reviewed
the performance of Chairperson of the Board and
assessed the quality, quantity and timeliness of the
flow of information between the Management of the
Company and the Board of Directors.

Familiarisation Programmes for Independent
Directors:

Key Managerial Personnel

Pursuant to provisions of Section 203 of the Act, Mr.
Arun Axaykumar Kothari (DIN 02344536) Managing
Director and Chief Financial Officer, and Mr. Pavan
Kumar Jain Company Secretary of the Company are
the Key Managerial Personnel of your Company as on
31 March, 2023.

Whole Time Director

Mr. Megharam Sagramji Choudhary (DIN 02617107)
and Mr. Dhruv Mahendrakumar Patel (DIN 07098080)
are the Whole Time Director of your Company as on
31 March, 2023.

Re-appointments proposed at the AGM:

In accordance with the provisions of the Act and

the Articles of Association of the Company, Mr.
Megharam Sagramji Choudhary (DIN 02617107),
Whole Time Director of the Company, retires by
rotation at the ensuing Annual General Meeting and
being eligible, offers himself for re-appointment.
Based on the recommendation of the Nomination
and Remuneration Committee, the Board of Directors
recommends his re-appointment as a Whole Time
Director, liable to retire by rotation

Meeting of Board of Directors

During the year under review, the Board of Directors
met 13 times on 07 April, 2022, 02 May, 2022, 10
May, 2022, 18 May, 2022, 24 May, 2022, 30 May,
2022, 29 June, 2022, 29 July, 2022, 09 August,
2022, 21 September, 2022, 09 November, 2022, 31
January, 2023 and 31 March, 2023. The Directors of
your Company met at regular intervals with the gap
between two meetings not exceeding 120 days. The
details of the meetings are provided in the Corporate
Governance Report, which forms a part of this annual
report.

Committees of the Board:

As on 31 March, 2023, pursuant to the requirement
under the Act and the Listing Regulations, the Board
of Directors had the following Committees:

i. Audit Committee;

ii. Nomination and Remuneration Committee;

iii. Stakeholders'' Relationship Committee;

iv. Corporate Social Responsibility Committee

v. Risk Management Committee

The composition, terms of reference of the
Committees and number of meetings held during the
year are provided in the Corporate Governance Report,
which forms a part of this annual report.

During the year, all the recommendations made by the
Board Committees, including the Audit Committee,
were accepted by the Board.

Formal Annual Evaluation Process by Board

and taking into consideration of the various aspects
such as Knowledge and skills, Competency,
Financial literacy, Attendance at the Meeting,
Responsibility towards the Board, Qualifications,
Experience, Fulfilment of functions assigned to him,
Ability to function as a team, Initiative Availability &
Attendance, Commitment, Contribution; expressed
their satisfaction with the evaluation process and
performance of the Board.

32. CORPORATE GOVERNANCE

Your Company has taken adequate steps to adhere
to all the stipulations laid down in the Listing
Regulations. A report on Corporate Governance is
disclosed separately in the Annual Report.

33. SIGNIFICANT AND MATERIAL PASSED BY THE
REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND
COMPANIES OPERATION IN FUTURE

No significant or material order was passed by any
regulators or courts or tribunals which impact the
going concern status and company''s operation in
future.

34. COMPLIANCE WITH SECRETARIAL STANDARDS ON
BOARD AND GENERAL MEETINGS

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

a. Buy Back of Securities

The Company has not brought back any its
securities during the year under review.

b. Sweat Equity

The Company has not issued any Sweat Equity
Shares during the year under review.

c. Bonus Shares

The Company has not issued Bonus shares
during the year under review.

d. Employee Stock Option Plan

The Company has not provided any Stock Option
Scheme to the employees.

35. PREVENTION OF INSIDER TRADING AND CODE OF
FAIR DISCLOSURE:

The Board has formulated a code of internal

procedures and conduct to regulate, monitor and
report trading by Insiders. This code lays down
guidelines, procedures to be followed and disclosures
to be made by the insiders while dealing with shares of
the Company and cautioning them on consequences
of non-compliances. The copy of the same is available
on the website of the Company in the Investor section
at https://www.venuspipes.com/investors/policies/

36. DISCLOSURE ABOUT UTILISATION OF INITIAL
PUBLIC OFFER (IPO) PROCEEDS

The Board Your Company discloses to the Audit
Committee the uses/application of proceeds/funds
raised from the initial public offer (IPO) as part of the
quarterly review of financial results. Your Company
has appointed CARE Ratings Limited as the Monitoring
Agency in terms of Regulation 41 of the Securities
and Exchange Board of India (Issue of Capital and
Disclosure Requirements), Regulations 2018 ("ICDR
Regulations"), as amended from time to time, to
monitor the utilisation of IPO proceeds. The Company
has obtained monitoring reports from the Monitoring
Agency on a quarterly basis confirming no deviation
or variation in the utilisation of IPO proceeds from the
objects stated in the Prospectus. The Company has
submitted the statement(s) and Monitoring Agency
Report as required under Regulation 32 of the SEBI
Listing Regulations to both the exchanges where the
equity shares of the Company are listed, namely the
National Stock Exchange of India Limited (NSE) and
BSE Limited (BSE).

37. BUSINESS RESPONSIBILITY & SUSTAINABILITY
REPORT:

The Business Responsibility & Sustainability Report
("BRSR") of the Company for the Financial year ended
31 March, 2023 forms part of this Annual Report
as required under Regulation 34(2)(f) of the Listing
Regulations.

38. ENVIRONMENT, HEALTH AND SAFETY

39. HUMAN RESOURCES AND INDUSTRIAL RELATIONS

40. ACKNOWLEDGEMENT

The Board would like to place on record, its
appreciation to all employees at all level for their
dedicated efforts.

For and On Behalf of the Board

Jayantiram Motiram Choudhary

Chairman
DIN - 02617118

Place: Dhaneti

Date: 01 September, 2023

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