Venus Pipes & Tubes Ltd

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

** 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.

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, 2024, 5,074,100 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 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 (“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.

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

?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 AUDITORS' REPORT OR EXPLANATION TO AUDITOR'S 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)

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 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

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

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:

• 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 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 (“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).

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 (“BRSR”) 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.

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 “Venus Pipes & Tubes Limited - Employee Stock Option Scheme 2023” (hereinafter referred to as “ESOS 2023”, “Scheme”, “Plan”) authorizing 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 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 “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..

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

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.

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.