The Board of directors of your company are pleased to present the 12^th Annual Report of the Company for the financial year
ending on 31 March, 2026.

1. FINANCIAL RESULTS:

The financial statements of the Company for the financial year ended 31 March, 2026, have been prepared in accordance
with the Indian Accounting Standards (Ind AS) as notified 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:

(Amount in Rupees Millions)

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

During the year under review, the Company has achieved turnover of ' 11,668.48/- Mn and the Company has earned net
profit after tax during the year at ' 1,019.62/- Mn as against the net profit of ' 928.89/- Mn in the previous year.

3. DIVIDEND:

The Company recommended/ declared dividend as under:

** Recommended by the Board of Directors at their meeting held on May 26, 2026, subject to the approval of the members
at the 12^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:

In compliance with provisions section 125(2) of the
companies Act, 2013 and rules made thereunder,
the Company has transferred ' 35,674.43/- (Rupees
Thirty-Five Thousand Six Hundred and Seventy-Four
and Forty-Three paisa only) to a Separate unclaimed
dividend account. As on 31 March, 2026, 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, 2026, the
Company has proposed to carry an amount of
'1,027.29/- 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. However,
the Board of Directors approved the proposal to
alter the Main Object Clause of the Memorandum of
Association by inserting a Clause no. III (A), which
was subsequently approved by the members of the
Company in AGM held on 25 September, 2025.

The amendment is aimed at expanding the Company's
object clause to include the business of industrial
fittings, allied products, spooling, custom solutions,
metal scrap, and power generation from conventional
and renewable energy sources. This will provide
greater operational flexibility, support business
diversification, and enable the Company to pursue
future growth opportunities.

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 March, 2026, 2,07,16,110
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 2025-2026.

10. SHARE CAPITAL

The Authorised share capital of the Company as
on 31 March, 2026 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, 2026 was ' 20,71,61,100/- divided into
2,07,16,110 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:

• On 19 June, 2025, the Company allotted 61,000
equity shares of ?10/- each to the warrant
holders upon conversion of warrants into equity
shares.

• On 05 September, 2025, the Company allotted

1.04.000 equity shares of ?10/- each pursuant
to the conversion of warrants into equity shares.

• On 07 October, 2025, the Company allotted

1.20.000 equity shares of ?10/- each pursuant
to the conversion of warrants into equity shares.

11. PREFERENTIAL ISSUE:

During the financial year 2023-24, the Company has
passed Special Resolution through postal dated 30
March, 2024 for the issuance of 4,20,000 (Four lakhs
Twenty Thousand) Convertible Warrants ("Warrants")
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.

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

Further, the Company allotted the remaining balance
of 2,85,000 equity shares of ?10/- each, pursuant to
the conversion of warrants, to the warrant holders
in three tranches: 61,000 equity shares on 19 June,
2025; 1,04,000 equity shares on 05 September, 2025;
and 1,20,000 equity shares on 07 October, 2025.

Consequent to this final conversion and allotment,
there are no outstanding warrants pending for
conversion as on 31 March, 2026.

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

The Company continues to undertake focused
initiatives towards conservation of energy, adoption
of advanced technologies, environmental protection,
and reduction of greenhouse gas emissions.

A. Conservation of Energy

The Company remains committed to energy
conservation and has implemented several
initiatives aimed at improving operational
efficiency and reducing energy consumption,
including:

(i) the steps taken or impact on conservation
of energy;

• The Company has implemented energy-
efficient LED lighting systems across
its manufacturing facilities, resulting in
significant reduction in energy consumption.

• Adoption of 100% daylight utilisation system
in shed areas, thereby reducing dependency
on artificial lighting and improving energy
efficiency.

• Installation of renewable energy systems,
including solar power capacity, has further
reduced reliance on conventional energy
sources.

(ii) the steps taken by the Company for utilising
alternate sources of energy;

• The Company continues to promote the
use of renewable energy sources in its
operations.

• A 1.3 MW DC solar power plant is currently
operational.

• Installation of an additional 6.1 MW DC
solar power plant is in progress.

• Transition from LPG to PNG has been
undertaken, resulting in lower greenhouse
gas emissions due to cleaner fuel
characteristics.

(iii) the capital investment on energy conservation
equipments;

• Capital expenditure has been incurred
towards installation of energy conservation
equipment, including solar power systems,
energy-efficient LED lighting, and daylight
utilisation infrastructure.

• Major ongoing investment includes the
6.1 MW DC solar power project aimed at
enhancing renewable energy capacity and
achieving long-term energy savings and
sustainability objectives.

B. Technology Absorption

The Company continuously focuses on adoption
of advanced and sustainable technologies to
improve manufacturing efficiency and reduce
environmental impact.

(i) the efforts made towards technology absorption;

• Installation of an Acid Regeneration
Plant (ARP) using advanced technology,
placing the Company among a few group
of stainless-steel pipe manufacturers in
India adopting such systems. This initiative
supports cleaner production processes
and aligns with the Company's long-term
sustainability objectives.

• The Company continues to focus on process
optimisation and modernisation initiatives
to enhance productivity and environmental
performance.

(ii) the benefits derived like product improvement,
cost reduction, product development or import
substitution;

• Adoption of ARP technology has resulted
in better resource utilisation, thereby
supporting the Company's greener vision
and long-term commitment towards
achieving zero carbon emissions.

• Energy-efficient and process optimisation
initiatives have contributed to cost reduction
and improved operational efficiency.

• Renewable energy and sustainability
initiatives have supported long-term
reduction in operating costs and improved
environmental performance.

(iii) in case of imported technology (imported during
the last three years reckoned from the beginning
of the financial year):

• Not Applicable, as no technology has been
imported during the last three financial
years.

(a) details of technology imported - Not
Applicable

(b) year of import - Not Applicable

(c) whether technology has been fully absorbed
- Not Applicable

(d) if not fully absorbed, areas where absorption
has not taken place and reasons thereof -
Not Applicable

(iv) the expenditure incurred on Research and
Development;

• The Company has not incurred any
separate expenditure on formal Research
and Development activities.

• However, continuous improvements are
undertaken through internal process
optimisation, engineering enhancements,
and sustainability-driven initiatives which
are integrated into operational and capital
expenditure.

- Environment Protection, Waste
Management and Green Initiatives

The Company has undertaken multiple
initiatives towards environmental

sustainability and ecological balance,
including:

• Hazardous Waste Management through Co¬
processing: Approximately 98% of hazardous
waste generated is disposed of through
co-processing in cement industries in
compliance with applicable EPR guidelines,
while only 2% is sent for landfill disposal.

• Miyawaki Forest Development: The

Company has developed a Miyawaki
forest within its manufacturing premises
by planting more than 17,000 native

trees, thereby contributing to biodiversity
enhancement, ecological balance, and
green cover development.

• The Company is actively engaged in

reducing its carbon footprint through
renewable energy adoption and fuel

optimisation measures.

• Use of PNG has resulted in reduction of
greenhouse gas emissions, as PNG offers
a cleaner combustion profile due to its
higher hydrogen-to-carbon ratio, leading
to lower CO₂ emissions per unit of energy
consumed.

C. Foreign Exchange Earnings and Outgo

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 No. 105834W),
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 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, 2026 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, 2026. The Secretarial Audit Report for
the financial year ended 31 March, 2026 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.

17. INTERNAL AUDITOR:

The Company has appointed M/s. BRM & Co.,
Chartered Accountants as Internal Auditor of the
Company report directly to the Audit Committee of the
Company for the financial year 2025-26.

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 re-appointed M/s. BRM
& Co., Chartered Accountants, as the internal auditors
of the Company for the financial year 2026-27. Their
expertise and commitment will enhance our internal
audit processes, ensuring robust financial controls
and governance.

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 ' 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 2026-27.

In 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 2026-27 is
included in the Notice convening the Annual General
Meeting.

During the year, the Company filed the Cost Audit
Report for the financial year 2024-25 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 March, 2026 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 Board's 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

In 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 directors 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 minimize 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/investors/policies/.

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/investor/policies/.

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 March 31, 2026. The policy
adopted by the Company for Prevention of Sexual
Harassment is available on its website at https://
www.venuspipes.com/investor/policies/.

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, Subsid iaries
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, 2026, 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:

• Mr. Kailash Nath Bhandari (DIN 00026078)

• Mr. Shyam Agrawal (DIN 03516372)

• Mr. Pranay Ashok Surana (DIN 05192392)

• 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 30 March, 2026,
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 PersonnelPursuant 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 March, 2026.

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 Directors of your Company as on
31 March, 2026.

Re-appointments proposed at the AGM:

1. Director retiring by rotation: In accordance
with the provisions of the Act and the Articles
of Association of the Company, Mr. Jayantiram
Motiram Choudhary (DIN 02617118), 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.

2. Reappointment as the Managing Director:

Mr. Arun Axaykumar Kothari (DIN: 00926613)
was appointed as Managing Director w.e.f.
14 September, 2021. His current term is due
to expire on 13 September, 2026. Pursuant to
the applicable provisions of the Companies
Act, 2013, the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as
amended, and the Articles of Association of the
Company, and based on the recommendation of
the Nomination & Remuneration Committee and
the approval of the Board of Directors, Mr. Arun
Axaykumar Kothari (DIN: 00926613) is proposed

to be re-appointed as Managing Director for
a further term of five (5) consecutive years
commencing from 14 September, 2026 to 13
September, 2031, subject to the approval of the
shareholders in ensuing AGM, and he shall be
liable to retire by rotation.

3. Reappointment as the Wholetime Director: Mr.

Dhruv Mahendrakumar Patel (DIN: 07098080)
was appointed as Wholetime Director w.e.f.
14 September, 2021. His current term is due
to expire on 13 September, 2026. Pursuant to
the applicable provisions of the Companies
Act, 2013, the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as
amended, and the Articles of Association of the
Company, and based on the recommendation
of the Nomination & Remuneration Committee
and the approval of the Board of Directors, Mr.
Dhruv Mahendrakumar Patel (DIN: 07098080)
is proposed to be re-appointed as Wholetime
Director for a further term of five (5) consecutive
years commencing from 14 September, 2026 to
13 September, 2031, subject to the approval of
the shareholders in ensuing AGM, and he shall be
liable to retire by rotation.

4. Reappointment as the Wholetime Director: Mr.

Megharam Sagramji Choudhary (DIN: 02617107)
was appointed as Wholetime Director w.e.f. 14
September, 2021. His current term is due to
expire on 13 September, 2026. Pursuant to
the applicable provisions of the Companies
Act, 2013, the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as
amended, and the Articles of Association of the
Company, and based on the recommendation
of the Nomination & Remuneration Committee
and the approval of the Board of Directors, Mr.
Megharam Sagramji Choudhary (DIN: 02617107)
is proposed to be re-appointed as Wholetime
Director for a further term of five (5) consecutive
years commencing from 14 September, 2026 to
13 September, 2031, subject to the approval of
the shareholders in ensuing AGM, and he shall be
liable to retire by rotation.

5. Reappointment as the Independent Director:

Mr. Kailash Nath Bhandari (DIN: 00026078)
was appointed as an Independent Director
for the first term of five (5) consecutive years,
effective from 19 October, 2021, which is set
to expire on 18 October, 2026. Pursuant to

the applicable provisions of the Companies
Act, 2013, the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as
amended, and the Articles of Association of the
Company, and based on the recommendation
of the Nomination & Remuneration Committee
and the approval of the Board of Directors,
Mr. Kailash Nath Bhandari (DIN: 00026078) is
proposed to be re-appointed as Independent
Director for a second term of five (5) consecutive
years commencing from 19 October, 2026 to 18
October, 2031 , subject to the approval of the
shareholders in ensuing AGM, and he shall not
be liable to retire by rotation.

Mr. Bhandari has attained the age of 84 years;
the Board has evaluated his performance. The
Board concludes that his physical health, mental
alertness, and deep domain expertise make
his presence highly valuable, and his age will
not hinder his performance as an Independent
Director.

6. Reappointment as the Independent Director:

Mr. Shyam Agrawal (DIN: 03516372) was
appointed as an Independent Director for the
first term of five (5) consecutive years, effective
from 19 October, 2021, which is set to expire on
18 October, 2026. Pursuant to the applicable
provisions of the Companies Act, 2013, the
SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015, as amended,
and the Articles of Association of the Company,
and based on the recommendation of the
Nomination & Remuneration Committee and the
approval of the Board of Directors, Mr. Shyam
Agrawal (DIN: 03516372) is proposed to be re¬
appointed as Independent Director for a second
term of five (5) consecutive years commencing
from 19 October, 2026 to 18 October, 2031,
subject to the approval of the shareholders in
ensuing AGM, and he shall not be liable to retire
by rotation.

7. Reappointment as the Independent Director:

Mr. Pranay Ashok Surana (DIN: 05192392)
was appointed as an Independent Director
for the first term of five (5) consecutive years,
effective from 19 October, 2021, which is set
to expire on 18 October, 2026. Pursuant to
the applicable provisions of the Companies
Act, 2013, the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as

amended, and the Articles of Association of the
Company, and based on the recommendation
of the Nomination & Remuneration Committee
and the approval of the Board of Directors,
Mr. Pranay Ashok Surana (DIN: 05192392) is
proposed to be re-appointed as Independent
Director for a second term of five (5) consecutive
years commencing from 19 October, 2026 to 18
October, 2031 , subject to the approval of the
shareholders in ensuing AGM, and he shall not
be liable to retire by rotation.

8. Reappointment as the Independent Director:

Mrs. Komal Lokesh Khadaria (DIN: 07805112)
was appointed as an Independent Director
for the first term of five (5) consecutive years,
effective from 19 October, 2021, which is set
to expire on 18 October, 2026. Pursuant to
the applicable provisions of the Companies
Act, 2013, the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, as
amended, and the Articles of Association of the
Company, and based on the recommendation
of the Nomination & Remuneration Committee
and the approval of the Board of Directors,
Mrs. Komal Lokesh Khadaria (DIN: 07805112)
is proposed to be re-appointed as Independent
Director for a second term of five (5) consecutive
years commencing from 19 October, 2026 to 18
October, 2031 , subject to the approval of the
shareholders in ensuing AGM, and she shall not
be liable to retire by rotation.

Meeting of Board of Directors

During the year under review, the Board of Directors
met 06 times on 26 May, 2025, 12 August, 2025, 28
August, 2025, 10 November, 2025, 05 February, 2026
and 30 March, 2026. 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 March 31, 2026, 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 ORDERS PASSED
BY THE REGULATORS OR COURTS OR TRIBUNALS
IMPACTING THE GOING CONCERN STATUS AND
COMPANY'S 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
31 March, 2026 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 Company's 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. COMPLIANCE WITH MATERNITY BENEFIT ACT,1961:

The Company has complied with the provisions of
the Maternity Benefit Act, 1961, as amended from
time to time. The Company provides all eligible
women employees with the benefits and entitlements
prescribed under the Act and remains committed
to fostering an inclusive, supportive, and equitable
workplace.

41. OTHER DISCLOSURES:

a. Buy Back of Securities

The company has not bought 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 September, 2023 and implemented the
"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 last financial year, the Company
received In-principle approval dated 08 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 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.

42. AWARDS AND RECOGNITION

During the year under review, the Company received
recognition from the Central Boilers Board as a "Well
Known Tube Maker" and a "Well Known Pipe Maker"
for the manufacture of specified stainless-steel
seamless and welded tubes and pipes.

43. ACKNOWLEDGEMENT

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

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

For and On Behalf of the Board

Arun Axaykumar Kothari

Place: Dhaneti Chairman and Managing Director

Date: 13 August, 2026 DIN - 00926613