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 8^th Annual Report of the company for the financial year ending on 31^st March, 2022.

1. Financial Results:

The standalone financial statements of the Company for the financial year ended March 31, 2022, 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 Millions)

2. Results of the business operation and state of company's affairs:

During the year under review, the company has achieved turnover of Rs. 3,890.75/- Mn and the company has earned net profit/(net loss) after tax during the year at Rs. 316.68/- Mn as against the net profit/loss of Rs. 236.32/- Mn in the previous year.

3. Dividend:

To plough back the profits into business activities, no dividend is recommended for the financial year 2021-22.

4. Transfer of Unclaimed Dividend to Investor Education and Protection Fund:

Since there was no unpaid / unclaimed dividend declared and paid last year, the provisions section 125(2) of the companies Act, 2013 do not apply.

5. Transfer to Reserves in terms of section 134 (3) (J) of the Companies Act, 2013

For the financial year ended 31st March, 2022, the Company has proposed to carry an amount of Rs 316.68/- to General Reserve Account.

6. Impact on business owing to covid-19 pandemic:

The management has assessed the impact of COVID-19 pandemic on the financial results, business operations, liquidity position, cash flow and has concluded that no material adjustments are required in the carrying amount of assets and liabilities as at March 31, 2022. In view of highly uncertain economic environment, a definitive assessment of the impact on the subsequent periods is highly dependent upon circumstances as they evolve. The Company will continue to monitor any material changes to future economic conditions.

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.

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 are as follows:

A. CONVERSION OF THE COMPANY

During the year under review, your Company was converted from Private Limited Company to a Public Limited Company and requisite fresh incorporation certificate was issued by Registrar of Companies, Gujarat dated September 16, 2021. Consequent to the conversion of the Company, the name of the Company changed from Venus Pipes & Tubes Private Limited to Venus Pipes & Tubes Limited.

B. INITIAL PUBLIC OFFER

The Company has appointed the book running lead manager, SMC Capitals Limited (the "BRLM"), and KFin Technologies Limited (as the Registrar to the Issue (the "Registrar") for the proposed initial public offering (the "Issue") of equity shares of face value of ^10/- each (the "Equity Shares") of the Company. The Company filed a red herring prospectus dated May 2, 2022 (the "RHP") with the Registrar of Companies, Gujarat at Ahmedabad.

An Initial Public Offering 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 ^ 1654.16 million was made. The Company's equity shares were listed on BSE Ltd (the "Designated Stock Exchange") and National Stock Exchange of India Limited with effect from May 24, 2022.

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

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. 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

10. 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.

11. Particulars of Contracts or Arrangements made with Related Parties

There have been no materially significant related party transactions between the Company and the Directors, the management, the subsidiaries or the relatives except for those disclosed in the financial statements. Accordingly, particulars of contracts or arrangements with related parties referred to in Section 188(1) along with the justification for entering into such contract or arrangement in Form AOC-2 does not form part of the report.

12. 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 6^th Annual General Meeting (AGM) of the Company held on 31^st of December, 2020 to till the conclusion of Annual General Meeting to be held for Financial Year 2024-25.

In pursuant to Companies Amendment Act, 2017, enforced on 7th 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 March 31,2022 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.

13. Secretarial Auditor

The Board has appointed M/s. Piyush Prajapati & Associates, Practicing Company Secretaries, to conduct Secretarial Audit for the financial year ended March 31, 2022. The Secretarial Audit Report for the financial year ended March 31, 2022 is annexed herewith marked as Annexure: A to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

14. Internal Auditor:

M/s Goyal Swati & Co Chartered Accountants, the Internal Auditors of the Company. The Audit Committee of the Board of Directors, in consultation with the Internal Auditors, formulated the scope, functioning, periodicity and methodology for conducting the internal audit.

15. Disclosure about cost audit

The Board of Directors has appointed M/s. K V Melwani& Associates, Cost Accountants as Cost Auditors (Firm Registration No. 10171) for conducting the audit of cost records made and maintained by the Company for the financial year 2022-23 pursuant to Section 148 of the Companies Act, 2013.

16. 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. The provisions relating to submission of Secretarial Audit Report are not applicable to the company.

17. Company's Policy Relating to directors appointment, payment of remuneration and discharge of their duties

The provisions of section 178(1) relating to constitution of nomination and remuneration committee are not applicable to the company and hence the company has not devised any policy relating to appointment of director, payment of managerial remuneration, directors qualification, positive attributes, independence of directors and other related matters as provided under section 178(3) of the companies act 2013.

18. 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.

19. 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.

20. Number of Board Meeting Conducted during the year under review

The Directors of your Company met at regular intervals with the gap between two meetings not exceeding 120 days to review Company's policies and strategies apart from the Board matters. During the year under review, the Board of Directors met 22 times on April 01, 2021, June 01, 2021, July 24, 2021, August 30,2021, September 08,2021, September 10,2021, September 14,2021, October 01,2021, October 18, 2021, October 21, 2021, November 22, 2021, December 15, 2021, December 24, 2021, December 28, 2021, January 03, 2022, January 18, 2022, January 19, 2022, February 15, 2022, February 22, 2022, March 21, 2022, March 24, 2022 and March 31, 2022

21. 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 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.

22. 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.

23. Statement Concerning Development and Implementation of Risk Management Policy of the Company

The Company recognizes 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.

24. Establishment of Vigil Mechanism / Whistle Blower Policy for Directors and Employees

Your Company promotes ethical behaviour in all its business activities and has put in place a mechanism wherein the employees are free to report illegal or unethical behaviour, 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

25. 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

During the year under, the Company was in the process of identification of the projects as CSR Initiatives. However, CSR amount required to be spent as per section 135 of the companies Act, 2013 read with schedule VII thereof by the company during the year is Rs. 2.75 million However during the year Company has spent 2.80 million, the details of CSR Initiatives set out in the Annexure-C of this report.

26. 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, 2022. The policy adopted by the Company for Prevention of Sexual Harassment is available on its website at https://www.venuspipes.com

27. Subsidiaries, Joint Ventures and Associate Companies

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

28. 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.

29. 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.

30. Board of Directors and Key Managerial Personnel Independent Directors

The Company have appointed Mr. Kailash Nath Bhandari (DIN 00026078), Mr. Shyam Agrawal (DIN 03516372), Mr. Pranay Ashok Surana (DIN 05192392) and Mrs. Komal Lokesh Khadaria (DIN 07805112) as Independent Directors with effect from October 19, 2021 for a period of five consecutive years.

Independent Directors have submitted the declaration of independence, as required pursuant to the provisions of Section 149(7) of the Companies Act, 2013, stating that they meet the criteria of Independence as provided under Section 149(6).

Key Managerial Personnel

Managing Director

Designation of Mr. Arun Axaykumar Kothari (DIN 02344536) changed from Director to Managing Director with effect from September 14, 2021. He has been appointed for a period of five years and shall be liable to retire by rotation.

Whole Time Director

Designation of Mr. Megharam Sagramji Choudhary (DIN 02617107) and Mr. Dhruv Mahendrakumar Patel (DIN 07098080) changed from Director to Whole Time Director with effect from September 14, 2021. They have been appointed for a period of five years and shall be liable to retire by rotation.

Chief Financial Officer

Mr. Arun Axaykumar Kothari (DIN 02344536) was appointed as Chief Financial Officer of the Company by the Board of Directors with effect from September 14, 2021 pursuant to the provisions of Companies Act, 2013.

Company Secretary and Compliance Officer

Mr. Pavan Kumar Jain was appointed as Company Secretary of the Company by the Board of the Directors with effect from September 14, 2021.

The Directors and Key Managerial Personnel are summarized as below:

31. Declaration of Independent Directors

The Independent Directors of the Company have submitted the declaration of independence, as required pursuant to the provisions of Section 149(7) of the Companies Act, 2013, stating that they meet the criteria of Independence as provided under Section 149(6).

32. 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. Disclosure.

A. Composition of Corporate Social Responsibility Committee (CSR Committee)

The Board of Directors in its meeting held on October 21, 2021 had Re-constituted Corporate Social Responsibility Committee of the Company as under;

The policy of Corporate Social Responsibility Committee has been placed on the website of the Company at https://www.venuspipes.com

B. Composition of Composition of Audit Committee

The Board of Directors in its meeting held on October 21, 2021 had constituted Audit Committee of the Company as under;

C. Composition of Nomination and Remuneration Committee

The Board of Directors in its meeting held on October 21, 2021 had constituted Nomination and Remuneration Committee of the Company as under;

The policy of Nomination and Remuneration Committee has been placed on the website of the Company at https://www.venuspipes.com

D. Composition of Stakeholders Relationship Committee

The Board of Directors in its meeting held on October 21,2021 had constituted Stakeholders Relationship Committee of the Company as under:

35. 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.

36. 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.

37. Share Capital

The Authorized share capital of the Company as on 31st March, 2022 is Rs. 25,00,00,000/- divided into 2,50,00,000 equity shares of Rs.10/- each.

The Paid-up Share Capital of the Company as on 31st March, 2022 was Rs. 15,22,20,100/- divided into 1,52,22,010 Equity Shares of Rs.10/- each fully paid up.

The Company was made Private Placement of 21,22,960 Equity Shares of Rs.10/- each fully paid up as on October 21, 2021.

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 were issued Bonus shares of 43,66,350 Equity Shares of Rs.10/- each fully paid up as on September 10, 2021 during the year under review.

d. Employee Stock Option Plan

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

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 recognizing its pivotal role for organizational 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. 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.