Venus Pipes & Tubes Ltd

AGM details

• 12th AGM for FY2025-26 scheduled 11 September 2026 at 04:00 PM IST via VC/OAVM.
• Notice and Annual Report accessible online at Venus Pipes site and exchange portals.
• Record date for final dividend and voting rights: 04 September 2026.
• Remote e-voting from 07 September 2026 09:00 IST to 10 September 2026 17:00 IST.
• Voting during AGM facility available for those not voting remotely.

Communication and logistics

• No physical copies of annual report will be dispatched unless requested.
• Email address update requested to enable paperless communications.
• Queries to RTA at einward.ris@kfintech.com or toll-free 1800 309 4001.
• Letters dispatched to members without registered email providing web-link to AGM materials on Aug 20, 2026.

Overview

• Standalone BRSR for FY2025-26; Venus manufactures stainless-steel pipes and tubes.
• Manufacturing facility in Dhaneti, Gujarat; 90% of turnover from SS welded/seamless pipes.
• Exports to 30+ countries; reporting boundary includes plant, head office, and Indian offices.

Key ESG Risks & Opportunities

• Governance risk: ethical lapses can threaten compliance; opportunity from diverse, independent board.
• Product quality risk; mitigated by ISO/BIS certifications and integrated quality management.
• GHG/climate risk; mitigations include 1.3 MW solar, PNG fuel, energy efficiency.
• Supply chain resilience risk; mitigations include supplier diversification and inventory buffers.
• Waste and water management risk; opportunities from ZLD, ARP, circular economy.
• Data privacy risk; mitigation: cybersecurity framework and data protection controls.

Governance & Policy Highlights

• Board oversight through CSR, Audit, Safety, and POSH committees.
• Policies: Code of Conduct, Whistleblower, Risk Management, Related Party Transactions.
• ISO standards: 45001, 14001, 9001; integrated management system.
• No FY2025-26 penalties; zero-tolerance anti-corruption policy with web link.
• Sustainability oversight rests with Board; ESG goals assigned to committees.
• No external assurance on energy/water metrics.

Social Responsibility & Workforce

• Workforce: 477 permanent employees; 1,192 workers; female representation 4.61% among staff.
• LTIFR: Employees 0.66; Workers 1.18; total injuries 5 employees, 15 workers; no fatalities.
• Zero Harm vision; ISO 45001 OHSMS; 100% safety training coverage.
• Grievance mechanism in place; 0 complaints pending.
• Training coverage: 100% for Board, KMPs, employees, and workers.
• CSR focus: healthcare, education, nutrition, rural development, women empowerment, environment.

Environmental Performance

• Energy: total 213,011 GJ; renewables 7,639 GJ; non-renewables 205,372 GJ.
• Renewable share ~3.6% of total energy consumption.
• GHG: Scope1 7,853.64; Scope2 14,294.71; total 22,148.36 tCO2e.
• Emissions intensity: 1.90 tCO2e/Mn turnover; PPP 38.61.
• Captive solar: 1.3 MW DC plant; PNG fuel; ARP recovers ~60% acid.
• Miyawaki forest: 17,000 native trees; ZLD with RO/MEE.
• Waste: total 284.70 t; 21.04 t recycled; disposal 263.66 t.
• Hazardous waste: ARP reduces 60% acid; 90% co-processed in cement industry.
• Water management: advanced ETP RO; water reuse; ZLD; 0 water discharge.

Stakeholder Engagement & Complaints

• Stakeholders: investors, regulators, suppliers, communities, customers; engagement via meetings and disclosures.
• Complaints: FY2025-26 had 0 filed; 0 pending; no unresolved issues.
• Grievance mechanisms: whistleblower, POSH, CSR channels; two-tier community engagement.
• CSR governance: CSR Committee oversees community initiatives.
• No vulnerable groups identified; focus on inclusive growth.

Other Notable Metrics

• Scope 3 emissions not tracked yet; plan to develop in coming years.
• Green credits: none.
• Plastic packaging EPR: applicable; certificates procured; no packaging waste generated.
• Data privacy/cybersecurity: policy in place; no breaches in FY2025-26.
• Product recalls: none.
• Supplier sustainability: 100% partners meet supplier evaluation including ISO 14001.
• No external assurance on energy/water metrics.

AGM Details

• 12th AGM on 11 September 2026 at 04:00 P.M. via VC/OAVM.
• Record date for final dividend eligibility: 04 September 2026.
• Remote e-voting window: 07 September 2026 09:00 to 10 September 2026 17:00.

AGM details

• AGM on Sep 11, 2026 at 04:00 PM via VC/OAVM.
• Voting eligibility cut-off: Sep 4, 2026.
• Remote e-voting from Sep 7–Sep 10, 2026.
• Record date for final dividend: Sep 4, 2026; final payment by Oct 10, 2026.
• Mode and venue deemed at registered office for VC/OAVM.

Resolutions put to vote

• Ordinary: adopt Audited Financial Statements for year ended Mar 31, 2026.
• Ordinary: re-appoint Jayantiram Motiram Choudhary as director (retiring by rotation).
• Ordinary: approve interim dividend and declare final dividend for 2025-26.
• Special: ratify remuneration of Cost Auditors for 2026-27 (₹75,000 plus expenses).
• Ordinary: re-appoint Arun Axaykumar Kothari as Managing Director for five years from Sep 14, 2026.
• Ordinary: re-appoint Dhruv Mahendrakumar Patel as Whole-time Director for five years from Sep 14, 2026.
• Ordinary: re-appoint Megharam Sagramji Choudhary as Whole-time Director for five years from Sep 14, 2026.
• Special: re-appoint Kailash Nath Bhandari as Independent Director for second five-year term.
• Special: re-appoint Shyam Agrawal as Independent Director for second five-year term.
• Special: re-appoint Pranay Ashok Surana as Independent Director for second five-year term.
• Special: re-appoint Komal Lokesh Khadaria as Independent Director for second five-year term.
• Special: increase borrowing limits to ₹2,000 crore under Section 180(1)(c).
• Special: create mortgage/charge on assets to secure borrowings up to ₹2,000 crore.

Dividend

• Interim dividend of ₹0.50 per share already declared.
• Final dividend of ₹0.50 per share proposed.
• Total dividend per share: ₹1.00.
• Record date for final dividend: 04 Sep 2026; payment by 10 Oct 2026.

Director changes

• Retirement by rotation: Jayantiram Motiram Choudhary; eligible for re-appointment.
• Re-appoint Arun Axaykumar Kothari as Managing Director for five years from Sep 14, 2026.
• Re-appoint Dhruv Mahendrakumar Patel as Whole-time Director for five years from Sep 14, 2026.
• Re-appoint Megharam Sagramji Choudhary as Whole-time Director for five years from Sep 14, 2026.
• Re-appoint Kailash Nath Bhandari as Independent Director for second five-year term.
• Re-appoint Shyam Agrawal as Independent Director for second five-year term.
• Re-appoint Pranay Ashok Surana as Independent Director for second five-year term.
• Re-appoint Komal Lokesh Khadaria as Independent Director for second five-year term.

Auditor appointments

• Ratify Cost Auditor remuneration: ₹75,000 plus expenses for 2026-27.
• Statutory Auditor: Maheshwari & Co; Secretarial Auditor: Nikhil Dhanotiya & Associates; Internal Auditor: BRM & Co.

Material related party transactions

• No material related party transactions identified; all RPTs approved by Audit Committee; at-arm’s-length.

Other material approvals

• ESOP 2023: 4 lakh options; no options exercised during 2025-26.
• Borrowing and charge approvals: up to ₹2,000 crore; asset security as described.

Financial Performance

• Q1 FY27 revenue: INR320.5 crores, up 16% YoY.
• EBITDA: INR51.5 crores; EBITDA margin 16.1% (vs 16.2% prior year).
• PAT: INR26.4 crores; PAT margin 8.2%.
• Revenue mix: Seamless 55%, Welded 39%, Others 6%.
• Domestic revenue: INR227 crores; growth 31% YoY.
• Exports: INR94 crores; ~30% of total revenue.
• Order book: INR600 crores; LOI INR185 crores; total ~INR800 crores.
• Utilization: Welded ~60%, Seamless ~85–90%.
• Capex FY27: ~INR100–110 crores; spooling ~INR70 crores; maintenance ~INR15 crores.
• Net debt: ~INR325 crores as on June 30.
• Spooling go-live expected end of Q3 FY27.
• LOI for data-center spooling: INR185 crores.
• Data-center capacity: 1.3 GW in 2025; target 10.5 GW in 5 years.
• Spooling revenue share: FY27 ~5%; FY28 ~10–15%.

Operations and Product Mix

• May 2026: Fittings and value-added Seamless/Welded capacities commenced.
• Fittings approvals and certifications in progress; penetration to improve as approvals come.
• Spooling and fittings expansion to broaden product mix.
• Domestic demand remained healthy; exports influenced by geopolitics.

Capital Allocation and Balance Sheet

• Spooling capex ~₹70 crores; total year capex ~₹100–₹110 crores.
• Maintenance capex ~₹15 crores; solar plant funding included in capex.
• Net debt ~₹325 crores as on June 30.

Projects and Capex

• Spooling capex ~₹70 crores; commence by end of this year.
• LOI for data-center spooling: ₹185 crores; expected revenue contribution starting FY27.
• Spooling expected to contribute ~5% of top line in FY27; 10–15% in FY28.
• Spooling project to deliver capacity with predicted >3x capex in revenue.

Outlook and Guidance

• FY27 revenue growth target: ~20%.
• FY27 overall margin expected to be below 17%; margins to rise in subsequent quarters.
• FY28 margin target: ~18%.
• Export mix expected to stay above 30% of revenue; higher-margin fittings/spooling to lift mix.

Q&A Highlights

• Utilization guidance from Q&A: Seamless >80–85%; Welded >60–65% for the horizon.
• Order book details: INR600 crores; LOI INR185 crores; sector mix includes power/engineering/chemical.
• Data-center spooling timeline: go-live by end of Q3 FY27; LOI in hand.
• Export/domestic mix discussion: export share targeted above 30%; geographic diversification emphasized.
• Capex/debt: net debt around ₹325 crores; capex ~₹100–₹110 crores for the year; spooling ~₹70 crores.

Operational update

• Commencement of additional 6.1 MW DC solar power unit announced.
• Investment of approximately Rs 22 crores in the new solar power unit.
• Annual power cost savings expected at about Rs 6 crores.
• Total solar capacity now stands at 7.4 MW DC.

Solar capacity expansion

• Commenced operations of additional 6.1 MW DC solar power unit on 17 August 2026.

Board approvals

• Arun Kothari re-appointed Chairman & MD for five years (14 Sep 2026–13 Sep 2031), rotation subject to approval.
• Megharam S. Choudhary re-appointed Wholetime Director for five years (14 Sep 2026–13 Sep 2031), rotation subject to approval.
• Dhruv M. Patel re-appointed Wholetime Director for five years (14 Sep 2026–13 Sep 2031), rotation subject to approval.
• Kailash Nath Bhandari re-appointed Independent Director for second term 19 Oct 2026–18 Oct 2031, not liable to rotate.
• Shyam Agrawal re-appointed Independent Director for second term 19 Oct 2026–18 Oct 2031, not liable to rotate.
• Pranay Ashok Surana re-appointed Independent Director for second term 19 Oct 2026–18 Oct 2031, not liable to rotate.
• Komal Lokesh Khadaria re-appointed Independent Director for second term 19 Oct 2026–18 Oct 2031, not liable to rotate.
• All re-appointments subject to shareholders' approval.