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Company Information

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SHAKTI PUMPS (INDIA) LTD.

23 July 2026 | 12:00

Industry >> Pumps

Select Another Company

ISIN No INE908D01010 BSE Code / NSE Code 531431 / SHAKTIPUMP Book Value (Rs.) 138.22 Face Value 10.00
Bookclosure 29/07/2026 52Week High 922 EPS 20.87 P/E 26.03
Market Cap. 6703.59 Cr. 52Week Low 456 P/BV / Div Yield (%) 3.93 / 0.18 Market Lot 1.00
Security Type Other

DIRECTOR'S REPORT

You can view full text of the latest Director's Report for the company.
Year End :2026-03 

The Board of Directors of Shakti Pumps (India) Limited (“The Company"/ “Your Company") takes pleasure to present the
31st Annual Report of the Company, on the business and operations of the Company along with Audited Standalone & Consolidated
Financial Statements and Auditor's Report thereon for the financial year ended
March 31, 2026.

1. FINANCIAL SUMMARY AND HIGHLIGHTS

A brief summary of the Company's standalone and consolidated performance is given below:- C ic )

Particulars

2025-26

2024-25

2025-26

i 2024-25

Standalone

Consolidated

Total Income

2,680.48

2,505.04

2,722.45

2,533.33

Profit before Finance Cost,
Depreciation and Tax

407.69

587.40

446.54

620.04

Finance Costs

50.66

39.98

59.07

44.25

Depreciation and Amortization
Expenses

20.30

18.03

28.32

19.99

Profit before Tax

336.73

529.39

359.15

555.80

Less:-Current Tax

88.41

146.48

98.66

159.76

Less:-Deferred Tax

4.53

(10.72)

2.91

(12.33)

Profit after Tax

243.79

393.63

257.58

| 408.37

2. FINANCIAL PERFORMANCE(i) Consolidated Financial Performance

During the year under review, your Company registered
consolidated total income of '2,722.45 Crores as
compared to '2,533.33 Crores in the previous year.
The Company registered domestic sales of '2,286.62
Crores and export sales of '410.98 Crores during the
year. The consolidated profit after tax for the year
stood at '257.58 Crores as compared to '408.37
Crores in the previous year.

(ii) Standalone Financial Performance

During the year under review, your Company achieved
standalone total income of '2,680.48 Crores as
compared to '2,505.04 Crores in the previous year.
The Company registered domestic sales of '2,279.91
Crores and export sales of '363.20 Crores during the
year. The standalone profit after tax for the year stood
at '243.79 Crores as compared to '393.63 Crores in
the previous year.

3. STATE OF THE COMPANY'S AFFAIR:

The Company is engaged in the business of manufacturing
and Sale of Submersible Pumps; Motors, VFD, Inverters
& their spare parts. The core products of the Company

are Solar Pump Sets, Agricultural Pumps and Industrial
Pumps, etc.

There was no change in the nature of the business of the
Company during the year under review.

4. SHARE CAPITAL

As at March 31, 2026, the Authorized share capital of
the Company is '190 Crore, divided into 17,50,00,000
equity shares of ' 10 each aggregating to '175 Crore and
15,00,000 15% Compulsory Convertible Preference Shares
of ' 100 each aggregating to '15 Crore.

During the financial year 2025-26, Pursuant to the
Qualified Institutional Placement under Chapter VI of
the SEBI (Issue of Capital and Disclosure Requirements)
Regulations,2018 and Section 42 and Section 62 of the
Companies Act 2013, ("Companies Act, 2013" or "Act") as
amended, read with the rules made thereunder, The Board
of Directors, at its meeting held on January 07, 2025, and
the Special Resolution passed by the shareholders of the
Company on February 12, 2025, The Company has issued
and allotted 31,87,365 Equity Shares of face value '10 each
of the Company on July 05, 2025.

As at March 31, 2026, the paid-up equity share capital of
the Company is ' 1,23,39,79,650 consisting of 12,33,97,965
equity shares of ' 10 each.

5. DIVIDEND

In line with Dividend Distribution Policy of the Company
which is available in the "Policies & Programmes" section
in the Investor Relation on the website of the Company
and can be accessed at
https://shaktipumps.com/wp-
content/uploads/2025/07/DIVIDFND DISTRIBUTION
POIICY.pdf.

The Board of Directors, in its meeting held on May 07,
2026, recommended a final dividend of 10% i.e. ' 1/- per
equity share of ' 10/- each for the financial year ended
March 31, 2026 subject to approval of Shareholders in the
ensuing Annual General Meeting ("AGM") of the Company.
The Dividend will be paid to all those shareholders whose
names appear in the Register of Members and whose
names appear as beneficial owners as per the beneficiary
list furnished for the purpose by National Securities
Depository I imited and Central Depository Services
(India) Limited as on the record date fixed for this purpose.
The total dividend pay-out will amount to approx. ' 12.34
Crores.

6. TRANSFER OF UNCLAIMED DIVIDEND AND UNCLAIMED
SHARES:

(A) Transfer of Unpaid Dividend

In terms of the provisions of Investor Education and
Protection Fund (Accounting, Audit, Transfer and
Refund) Rules, 2016 (including amendments and
modifications, thereof), '4,29,200.00/- of unpaid/
unclaimed dividends and '2,22,508.00/- of transfer
of amounts on account of shares already transferred
to the fund, were transferred during the year under
review to the Investor Education and Protection Fund
("IFPF")

8. KEY FINANCIAL RATIOS(B) Transfer of Shares underlying Unpaid Dividend

During the financial year, the Board of Directors of
the Company has transferred 7,674 equity shares on
account of Unclaimed Dividend for FY 2017-18 into
the DFMAT Account of the IFPF Authority held with
NSDI (DPID/ Client ID IN300708/10656671) in terms
of the provisions of Section 124(6) of the Companies
Act, 2013 and the IFPF Authority (Accounting, Audit,
Transfer and Refund) Rules, 2016, as amended from
time to time.

These Fquity Shares were the Shares of such
Shareholders whose unclaimed/ unpaid dividend
pertaining to Financial Year 2017-18 had been
transferred into the IFPF and who had not encashed
their dividends for 7 (Seven) consecutive years.
Individual reminders were sent to concerned
Shareholders advising them to encash their dividend
and the complete list of such Shareholders whose
Shares were due for transfer to the IFPF was also
placed in the IFPF Shares Section of the Investors
Section on the website of the Company at
https://
shaktipumps.com/iepf-shares/

Concerned Shareholders may still claim the shares or
apply for refund to the IFPF Authority in Web Form No.
IFPF-5 available on
https://www.mca.gov.in/content/
mca/global/en/foportal/fologin.html.The voting rights
on shares transferred to the IFPF Authority shall
remain frozen until the rightful owner claims the
shares.

7. TRANSFER OF RESERVE

During the year under review, no amount was transferred

to any of the reserves of the Company.

Particulars

2025-26

2024-25

2023-24

% of

Variation

Reason for variance
(where exceeds 25%)

Return on Net
Worth (%)

17.97%

42.61%

24.15%

-57.06%

The decrease is on account of lower profit and EBIT despite
increase in revenue and working capital in the current year.

Return on Capital
Fmployed (%)

17.93%

43.82%

24.54%

-57.81%

The decrease is on account of lower profit and EBIT despite
increase in revenue and working capital in the current year.

Basic FPS (after
exceptional items)
(')

20.87

33.97

76.91

-36.92%

The decrease is on account of lower profit and EBIT despite
increase in revenue and working capital in the current year.

Debtors turnover

2.32

2.93

3.01

-20.76%

Not Applicable

Inventory turnover

6.76

7.87

5.43

0.38%

Not Applicable

Interest coverage
ratio*

6.37

12.52

11.73

-47.79%

The decrease is on account of decrease in earnings
available for debt service due to lower profits in the current
year.

Current ratio

2.12

2.27

1.82

-6.69%

Not Applicable

Debt equity ratio

0.29

0.14

0.11

97.41%

The increase is driven by increase in borrowings during the
year.

Operating profit
margin (%)

16.78%

25.01%

17.01%

-32.92%

The decrease is on account of lower profit and EBIT despite
increase in revenue and working capital in the current year.

Net profit margin
(%)

9.55%

16.23%

10.31%

-41.17%

The decrease is on account of lower profit and EBIT despite
increase in revenue and working capital in the current year.


DETAILED EXPLANATION OF RATIOS(i) Return on Net Worth

Return on Net worth (RONW) is a measure of profitability
of a Company expressed in percentage. It is calculated
by dividing total comprehensive income for the year by
average capital employed during the year.

(ii) Return on Capital Employed

Return on Capital Employed (ROCE) is a financial ratio that
measures a Company's profitability and the efficiency
with which its capital is used. In other words, the ratio
measures how well a Company is generating profits
from its capital. It is calculated by dividing profit before
exceptional items and tax by average capital employed
during the year.

(iii) Basic EPS

Earnings per Share (EPS) is the portion of a Company's
profit allocated to each share. It serves as an indicator
of a Company's profitability. It is calculated by dividing
Profit for the year by Weighted average number of shares
outstanding during the year.

(iv) Debtors Turnover

The above ratio is used to quantify a Company's
effectiveness in collecting its receivables or money owed
by customer The ratio shows how well a Company uses
and manages the credit it extends to customers and
how quickly that short-term debt is collected or is paid.
It is calculated by dividing turnover by average trade
receivables.

(v) Inventory Turnover

Inventory Turnover is the number of times a Company
sells and replaces its inventory during a period. It is
calculated by dividing turnover by average inventory.

(vi) Interest Coverage Ratio

The Interest Coverage Ratio measures how many times
a Company can cover its current interest payment with
its available earnings. It is calculated by dividing PBIT by
finance cost.

(vii) Current Ratio

The Current Ratio is a liquidity ratio that measures a
Company's ability to pay short-term obligations or those
due within one year. It is calculated by dividing the current
assets by current liabilities.

(viii) Debt Equity Ratio

The ratio is used to evaluate a Company's financial

leverage. It is a measure of the degree to which a
Company is financing its operations through debt
versus wholly owned funds. It is calculated by dividing a
Company's total liabilities by its shareholder's equity.

(ix) Operating Profit Margin

Operating Profit Margin is profitability or performance
ratio used to calculate the percentage of profit a Company
produces from its operations. It is calculated by dividing
the EBIT by turnover.

(x) Net Profit Margin

The net profit margin is equal to how much net income
or profit is generated as a percentage of revenue. It is
calculated by dividing the profit for the year by turnover.

9. DEPOSITS

The Company has not accepted any deposit within the
meaning of Sections 73 and 74 of the Companies Act,
2013 read together with the Companies (Acceptance of
Deposits) Rules, 2014 during the financial year 2025-26.

10. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE
COMPANIES

The Company does not have Joint venture or Associate
Company.

Further, there has been no material change in the nature
of the business of the Company and it's Subsidiaries.

b. Material Subsidiaries

The Company had no material subsidiary during
financial year 2025-26. However, Your Company
has formulated a policy for determining Material
Subsidiaries. The policy is available on your Company's
website i.e.
www.shaktipumps.com/.

Pursuant to Section 134 of the Act read with rules made
thereunder, the details of developments at the level of
subsidiaries and joint ventures of your Company are
covered in the Management Discussion and Analysis
Report, which forms part of this Annual Report.

As per Section 129(3) of the Companies Act, 2013, a

statement containing salient features of financial
statements of Subsidiaries in Form AOC-1 is annexed
as
Annexure - I and forms part of this Board's Report.

The Consolidated Financial Statement of the Company
with its Subsidiaries have also been included as part
of this Annual Report. In accordance with Section 136
of the Act, the audited financial statements, including
consolidated financial statements and related
information of your Company and audited accounts
of each of its subsidiaries, are available on website of
your Company i.e.
www.shaktipumps.com.

11. DIRECTORS AND KEY MANAGERIAL PERSONNELa. Directors:

As on March 31, 2026, the Company has 10 (Ten)
Directors comprising of 4 (Four) Executive Directors,
1 (One) Non-Executive & Non-Independent Director
and 5 (Five) Non-Executive Independent Directors,
including 1 (one) Non-Executive Woman Independent
Director. Detailed composition about the Board is
disclosed in Report on Corporate Governance. All
Directors have submitted relevant declarations/
disclosures as required under Act and Securities and
Exchange Board of India ("SEBI") (Listing Obligations
and Disclosure Requirements) Regulations, 2015
("SEBI Listing Regulations, 2015").

b. Change in Directorate

At the 30th AGM of the Company held on September
25, 2025, the Shareholders approved the re¬
appointment of Mr. Sunil Patidar (DIN: 02561763)
as a Whole time Director of the Company for a
term of 5 (Five) Consecutive years with effect from
January 29, 2026.

During the year, Mrs Vandana Bhagavatula (DIN:
08352752) has resigned from the post of Non¬
Executive Woman Independent Director with
effect from closure of business hours of December
06, 2025.

During the period under review, The Board
of Directors, on the recommendation of the
Nomination and Remuneration Committee,
approved the appointment of Mrs Bela Bharatendu
Jani (DIN: 11539694) as Non-Executive Woman
Independent Director. The appointment was
subsequently ratified by the shareholders through
a Postal Ballot on March 19, 2026, for a term of 2
(two) years effective from February 13, 2026.

c. Director liable to Retire by Rotation:

Mr. Ramakrishna Sataluri (DIN: 08903553), Non-

Executive and Non-Independent Director of the
Company, retires by rotation at the ensuing Annual
General Meeting pursuant to the provisions of
Section 152 of the Companies Act, 2013 read with
the Companies (Appointment and Qualification of
Directors), Rules 2014 and the Articles of Association
of your Company and being eligible, has offered
himself for re-appointment as the Director.

d. Key Managerial Personnel:

In terms of Section 2(51) and Section 203 of the
Companies Act, 2013 read with the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, the Key Managerial Personnel
("KMP") of the Company are:

a) Mr. Dinesh Patidar (DIN: 00549552):- Chairman
cum Whole Time Director

b) Mr. Ramesh Patidar (DIN: 00931437):- Managing
Director

c) Mr. Sunil Patidar (DIN: 02561763): - Whole Time
Director

d) Mr. Ashwin Bhootda (DIN: 10236282):- Whole time
Director

e) Mr. Dinesh Patel:- Chief Financial Officer

f) Mr. Ravi Patidar:-Company Secretary &
Compliance Officer

12. COMMITTEES OF THE BOARD:

Detailed information regarding the composition of the
Board and its Committees, including the Audit Committee,
Nomination and Remuneration Committee, Stakeholder
Relationship Committee, Risk Management Committee
and Corporate and Social Responsibility Committee etc.
along with the number of meetings held and attendance
during the year, is provided in the Report on Corporate
Governance, which forms part of this Annual Report.

13. DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS

The Independent Directors have submitted their
declaration of independence, stating that:

a. They continue to fulfil the criteria of independence
provided in Section 149 (6) of the Act along with Rules
framed thereunder and Regulation 16(1)(b) ; and

b. There has been no change in the circumstances
affecting his/ their status as Independent Directors of
the Company.

The Independent Directors have also confirmed that
they have complied with the Company's Code of
Conduct. In terms of Section 150 of the Act and Rules

framed thereunder, the Independent Directors have
also confirmed their registration (including renewal
of applicable tenure) and compliance of the online
proficiency self- assessment test (unless exempted) with
the Indian Institute of Corporate Affairs (IICA).

The Board is of the opinion and confirms, in terms of
Rule 8 of the Companies (Accounts) Rules, 2014 that the
Independent Directors are persons of high repute, integrity
and possess the relevant expertise and experience in their
respective fields

14. NUMBER OF MEETINGS OF THE BOARD

5 (Five) meetings of the Board of Directors were held
during the year. For details of the meetings held and the
attendance of the Directors please refer to the Report on
Corporate Governance which forms part of this annual
report.

15. POLICY ON DIRECTORS' APPOINTMENT AND
REMUNERATION AND OTHER DETAILS

The Company practices a corporate culture based on
the tenets of trusteeship, empowerment, and ethical
practices, with transparency at its core. In accordance
with Section 178 of the Companies Act, 2013 and
Regulation 19 of the SEBI Listing Regulations, 2015 . the
Company has a formal Nomination and Remuneration
Policy. This policy is designed to attract, motivate, and
retain high-quality manpower in a competitive and
international market, reflecting the Company's objectives
for good corporate governance and sustained long-term
value creation for shareholders. The policy applies to the
Company's senior management, including its KMP and the
Board of Directors. The Nomination and Remuneration
Committee ensures that the level and composition of
remuneration is reasonable, involving a balanced mix of
fixed and incentive pay that aligns with both short and
long-term performance benchmarks. The full Nomination
and Remuneration Policy for members of the Board and
Executive Management is available on the Company's
website at
https://shaktipumps.com/wp-content/
uploads/2025/08/NRC-Policy.pdf.

16. FORMAL ANNUAL EVALUATION

The annual evaluation process of the Board of Directors,
individual Directors and Committees was conducted
in accordance with the provisions of the Act and the
SEBI Listing Regulations, 2015. In accordance with the
provisions of Schedule IV of the Companies Act 2013, a
Separate Meeting of the Independent Directors was held
on February 13, 2026, without the attendance of Non¬
Independent Directors and Members of the Management.

The Committee has reviewed the performance and
effectiveness of the Board in this meeting as a whole for
the Financial Year 2025-26.

17. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the Board, to the
best of their knowledge and based on the information
and explanations received from the management of the
Company, confirm that:

a) In the preparation of the Annual Accounts, the applicable
Accounting Standards have been followed and there are
no material departures from the same;

b) The Directors have 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 and of the profits
of the Company for that period;

c) The Directors have taken proper and sufficient care for
the maintenance of adequate accounting records in
accordance with the provisions of the Act for safeguarding
the assets of the Company and for preventing and
detecting fraud and other irregularities;

d) The Directors have prepared the Annual Accounts on a
'going concern' basis;

e) The Directors have laid down internal financial controls
for the Company and such internal financial controls are
adequate and are operating effectively; and

f) The Directors have devised proper systems to ensure
compliance with the provisions of all applicable laws and
that such systems are adequate and operating effectively.

18. DISCLOSURE RELATING TO REMUNERATION OF
DIRECTORS, KEY MANAGERIAL PERSONNEL AND
PARTICULARS OF EMPLOYEES

The information required under Section 197 of the
Companies Act, 2013 read with Rules 5(1) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014, relating to percentage increase
in remuneration, ratio of remuneration of each Director
and KMP to the median of employees' remuneration are
provided in
Annexure II.

In terms of the provisions of Section 197(12) of the Act read
with Rules 5(2)and 5(3) of the Companies (Appointment
and Remuneration of Managerial Personnel) Rules, 2014, a
statement showing the names of the top ten employees
in terms of remuneration drawn and names and other
particulars of the employees drawing remuneration in
excess of the limits set out in the said rules, forms part of
this Report.

Having regard to the provisions of the second proviso
to Section 136(1) of the Act and as advised, the Annual
Report excluding the aforesaid information is being sent
to the members of the Company. Any member interested
in obtaining such information may address their email to
cs@shaktipumpsindia.com

19. FAMILIARISATION PROGRAM FOR INDEPENDENT
DIRECTORS

The Company familiarizes its Independent Directors
in accordance with Regulation 25(7) of SEBI Listing
Regulations, 2015, through structured orientation and
continuous updates. New Directors receive a detailed
induction, including meetings with key management
and a comprehensive documentation kit covering the
Company's strategy, operations, and the Code of Conduct.
On an ongoing basis, Directors are kept informed during
Board and Committee meetings via periodic presentations
on business performance, manufacturing, financial
parameters, risk management, and changes in the
regulatory environment. These programmes, conducted
on an "as-needed" basis, ensure Directors remain updated
on industry trends, including areas like technology and
sustainability. The details of familiarization programs
provided to the Directors of the Company is available
on the website of the Company at
https://shaktipumps.
com/wp-content/uploads/2025/07/familiarization_
programme-1-1.pdf-1-1.pdf

20. ANNUAL RETURN

The Annual Return in form MGT-7 for the financial year
ended March 31, 2026 as prescribed under Section 92(3)
read with Section 134(3)(a) of the Act along with Rule 12 of
Companies (Management and Administration) Rules, 2014,
as amended, is disclosed on the website of the Company.
The web link for the same is available on the Company's
website at
https://shaktipumps.com/annual-return/

21. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis, as required in
terms of the SEBI Listing Regulations, 2015, is annexed to
this Report.

22. CORPORATE GOVERNANCE

Our Company remains steadfast in its commitment to
the highest standards of Corporate Governance, ensuring
all affairs are managed with unwavering diligence,
transparency, and accountability. Our governance
framework is rooted in the core values of integrity,
equity, and fairness, fostering long-term trust with our
shareholders, employees, customers and global partner.

In strict adherence to the SEBI Listing Regulations, 2015,

the Company ensures timely and transparent disclosures
to the Stock Exchanges. A dedicated section "Report on
Corporate Governance", forming an integral part of this
Annual Report, provides a comprehensive overview of
our governance structures and practices along with the
certificate from the Company's Secretarial Auditor i.e.
M/s. M. Maheshwari & Associates confirming compliance
with Corporate Governance norms as stipulated in the
SEBI Listing Regulations, 2015, as amended, are included
in the Annual Report. Your Company continues to take
proactive steps to ensure strict compliance with all
evolving Corporate Governance guidelines and statutory
amendments.

23. MATERIAL CHANGES AND COMMITMENTS AFFECTING
FINANCIAL POSITIONS OF THE COMPANY

No material changes or commitments affecting the
financial position of the Company have occurred between
the end of the financial year to which the Company's
financial statements relate and the date of the report.

24. LISTING INFORMATION

The Company's Shares are listed as follows:-

Name of Stock Exchanges

Stock Code/Symbol

BSE Limited (BSE)

531431

P.J. Towers, Dalal Street,
Mumbai-400001

National Stock Exchange of
India Limited (NSE)

SHAKTIPUMP

"Exchange Plaza", Bandra
Kurla Complex, Bandra (E),
Mumbai - 400 051.

The Company has made all the compliances of the SEBI
Listing Regulations, 2015.

25. LISTING FEES

The Company confirms that it has paid the annual listing
fees for the financial year 2026-27 to the both National
Stock Exchange of India Limited and BSE Limited.

26. CORPORATE SOCIAL RESPONSIBILITY

Pursuant to the provisions of the Section 135 of Companies
Act, 2013, the Company has framed its Corporate Social
Responsibility (CSR) policy for the development of
programs and projects for the benefit of weaker sections
of the Society and the same has been approved by CSR
Committee and the Board of Directors of the Company.

CSR policy has been uploaded on the Company's website at
https://shaktipumps.com/wp-content/uploads/2025/07/
CSR_Policy.pdf

Pursuant to requirements under section 135 and rules
made there under a Report on CSR activities and initiatives
taken during the year in prescribed format is annexed as
Annexure III which is annexed hereto and forms part of
Board's Report.

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

In accordance with the provisions of Section 134(3)
(m) of the Companies Act, 2013, read with Rule 8(3) of
the Companies (Accounts) Rules, 2014, the Company
continues to prioritize energy efficiency and technological
advancement. A detailed report highlighting the initiatives
undertaken for conservation of energy, the latest
breakthroughs in technology absorption, and a summary
of foreign exchange earnings and outgo is annexed as
Annexure IV to this Report.

28. RISK MANAGEMENT FRAMEWORK

The Company considers proactive risk management a core
component of its management philosophy, essential for
achieving corporate objectives and ensuring sustainable
growth. In compliance with Section 134(3) (n) of the
Companies Act, 2013 and Regulation 17(9) (b) of the SEBI
Listing Regulations, 2015, the Company has established a
comprehensive Risk Management Policy. This framework
utilizes a value-based driver tree approach to identify,
prioritize, and manage "risks that matter", including
strategic, operational, financial, and technological risks,
across all business units and geographies. This program
functions alongside existing specialized initiatives
for emissions, quality, and compliance to protect the
interests of shareholders and stakeholders.

The Board of Directors maintains ultimate oversight
of the risk management structure, supported by a Risk
Management Committee constituted in accordance
with Regulation 21 of the SEBI Listing Regulation,
2015. The Committee is responsible for monitoring the
implementation of mitigation action plans, reviewing
the Company's risk profile (including cyber security),
and ensuring the efficacy of internal control systems.
While senior management and business managers
handle day-to-day risk identification and assessment,
the Committee provides regular progress reports to
the Board to ensure transparency. Detailed information
regarding the Committee's terms of reference,
composition, and meetings is provided in the Report on
Corporate Governance within this Annual Report. The Risk
Management Policy is also available on the Company's
website i.e.
https://shaktipumps.com/wp-content/
uploads/2025/07/Risk_Management_Policv.pdf.

29. INTERNAL AUDIT

At the beginning of each financial year, an audit plan
is rolled out with approval of the Company's Audit
Committee. The plan is aimed at evaluation of the
efficacy and adequacy of internal control systems and
compliance thereof, robustness of internal processes,
policies and accounting procedures and compliance with
laws and regulations. Based on the reports of internal
audit, process owners undertake corrective action in
their respective areas. Significant audit observations and
corrective actions are periodically presented to the Audit
Committee of the Board.

30. INTERNAL FINANCIAL CONTROL

The Company has established an Internal Financial
Control framework in accordance with Section 134(5)(e)
of the Companies Act, 2013. The internal control systems
of the Company are commensurate with the nature of
its business, size and complexity of its operations. Such
internal financial controls with reference to the financial
statements are adequate and operating effectively.
The Company has implemented appropriate policies,
processes and control mechanisms to ensure reliability of
financial reporting, safeguarding of assets, accuracy and
completeness of accounting records and compliance with
applicable laws and regulations. Further, the Company
continues to strengthen its systems and controls,
including system-based controls relating to audit trail and
record maintenance, wherever required.

31. UTILISATION OF QIP PROCEEDS

During the year under review, the Company allotted
31,87,365 equity shares pursuant to Qualified Institutional
Placement and raised '292.60 Crores. Out of the said
proceeds, '187.36 Crores was utilised up to March 31, 2026
and '105.24 Crores remained unutilised.

Further, during FY 2023-24, the Company had allotted
16,54,944 equity shares pursuant to Qualified Institutional
Placement and raised '200.00 Crores. Out of the said
proceeds, '98.62 Crores was utilised up to March 31, 2026
and '101.38 Crores remained unutilised.

The proceeds have been utilised for the objects stated in
the placement document and there was no deviation or
variation in utilisation.

32. COST RECORDS:

The provisions of section 148 (1) of the Companies
Act, 2013 and other applicable rules and provisions is
applicable to the Company. Accordingly, cost records has
been maintained by the Company.

33. AUDITORS• Statutory Auditors and their reports

In accordance with the provisions of Section 139 of the
Companies, Act, 2013 and the Rules made there under,
M/s. Price Waterhouse Chartered Accountants LLP

(Firm Registration No. 012754N/N500016), was appointed
as the Statutory Auditors of the Company at the 29th
Annual General Meeting held on September 30, 2024 for
the term of five consecutive years commencing from the
conclusion of the 29th AGM till the conclusion of 34th AGM.

M/s. Price Waterhouse Chartered Accountants LLP
have audited the Standalone and Consolidated financial
statements of the company for the financial year ended
March 31, 2026. The Statutory Auditor's report provided
by the M/s. Price Waterhouse Chartered Accountants LLP
does not contain any qualifications, reservations, adverse
remarks or disclaimers, which would be required to be
dealt with in the Board's Report.

• Secretarial Auditor and their reports

M/s M. Maheshwari & Associates, Practicing Company
Secretaries (Firm U.C.N. I2001MP213000), was appointed
as Secretarial Auditor of the Company at the 30th Annual
General Meeting held on September 25, 2025 for the term
of five consecutive years from April 1, 2025, to March 31,
2030.

The Secretarial Audit Report is annexed herewith
Annexure V to this Report. This report is unqualified
and self-explanatory and does not call for any further
comments/explanations.

• Cost Auditor and their reports

As per the requirement of Central Government and
pursuant to the provisions of Section 148 of the Companies
Act, 2013 read with the Companies (Cost Records and
Audit) Rules, 2014, as amended from time to time, the
Company is required to appoint Cost Auditor for the audit
of Cost Records of the Company.

The Board of Directors, on the recommendation of Audit
Committee, approved the appointment and remuneration
payable to M/s. M. P. Turakhia & Associates, Cost
Accountant, as the Cost Auditors of the Company to audit
the cost records for the financial year 2026-27. As per
the statutory requirement, the requisite resolution for
seeking members' approval for the remuneration payable
to the Cost Auditor forms part of the Notice of the ensuing
Annual General Meeting.

34. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE,
GUARANTEES GIVEN AND SECURITIES PROVIDED.

The Details of loans, guarantees or investments covered
under the provision of Section 186 of the Companies Act,
2013 are given in the Note No. 5 to the Financial Statement.

35. CONTRACTS AND ARRANGEMENTS WITH RELATED
PARTIES

All related party transactions which were entered
during the financial year were in the ordinary course
of business and on an arm's length basis. There were
no materially significant related party transactions
entered by the Company with the Promoters, Directors,
Key Managerial Personnel or other persons which may
have a potential conflict with the interests of the Company.

A statement of all related party transactions is presented
before the Audit Committee on quarterly basis, specifying
the nature and value of transactions. Since all the related
party transactions entered during the financial year were
on an arm's length basis and in the ordinary course of
business, no details are required to be provided in Form
AOC-2 as prescribed under Section 134(3) (h) of the Act and
Rule 8(2) of the Companies (Accounts) Rules, 2014.

In line with the requirements of the Companies Act, 2013
and SEBI Listing Regulation, 2015, the Board has approved
a Policy on Related Party Transactions which is also
available on Company's website at
www.shaktipumps.
com
.

36. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF
WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013

The Company has in place a Policy on Prevention of Sexual
Harassment in line with the requirements of The Sexual
Harassment of Women at the Workplace (Prevention,
Prohibition & Redressal) Act, 2013 and has constituted
the Internal Complaints Committee to redress and resolve
complaints received regarding sexual harassment.
Training and awareness programmes are conducted
throughout the year to create sensitivity towards ensuring
a respectable workplace.

During the year, no complaint was received by the
Company. The policy formulated by the Company for
prevention of sexual harassment is available on the
website of the Company at
https://shaktipumps.com/
wp-content/uploads/2025/08/Prevention-of-Sexual-
Harrasment-Policy.pdf.

37. COMPLIANCE WITH SECRETARIAL STANDARD

Pursuant to Section 205 of the Act, the Company continues
to comply with the applicable Secretarial Standards as
mandated by the Institute of Company Secretaries of
India ('ICSI') to ensure compliance with all the applicable
provisions read together with the relevant circulars issued
by MCA.

38. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961

The Company has complied with the provisions of the
Maternity Benefit Act, 1961, including all applicable
amendments and rules framed thereunder. The Company
is committed to ensuring a safe, inclusive, and supportive
workplace for women employees. All eligible women
employees are provided with maternity benefits as
prescribed under the Maternity Benefit Act, 1961, including
paid maternity leave, nursing breaks, and protection from
dismissal during maternity leave.

The Company also ensures that no discrimination is made
in recruitment or service conditions on the grounds of
maternity. Necessary internal systems and HR policies are
in place to uphold the spirit and letter of the legislation.

39. GENDER-WISE COMPOSITION OF EMPLOYEES

In alignment with the principles of diversity, equity, and
inclusion (DEI), the Company discloses below the gender
composition of its workforce as on the March 31, 2026.

Male Employees: 667
Female Employees: 59
Transgender Employees: Nil

This disclosure reinforces the Company's efforts to
promote an inclusive workplace culture and equal
opportunity for all individuals, regardless of gender.

40. DETAILS OF DIFFERENCE BETWEEN THE AMOUNT
OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING
LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS
ALONG WITH THE REASONS THEREOF:

During the year under review, the Company has not made
any application or entered into any One Time Settlement
with any bank or financial institution. Accordingly,
disclosure relating to difference between valuation done
at the time of OTS and valuation done while taking loan is
not applicable.

41. SIGNIFICANT AND MATERIAL ORDERS PASSED BY
COURTS/ REGULATORS/ TRIBUNALS

There were no significant and material orders passed by

the regulators or courts or tribunal and also no corporate
insolvency resolution process initiated under the
Insolvency and Bankruptcy Code, 2016.

42. REPORTING OF FRAUDS:

During the year under review, there have been no frauds
reported by the Statutory Auditors of the Company under
sub-section (12) of Section 143 of the Act.

43. VIGIL MECHANISM

Pursuant to the provisions of Section 177(9) & (10) of the
Companies Act, 2013 and Regulation 22 of the SEBI
Listing Regulations, 2015, the company has instituted a
Vigil Mechanism/Whistle Blower Policy for dealing with
unethical behaviour actual or suspected fraud or violation
of the Company's Code of Conducts or ethics policy. The
same is uploaded on the website of the Company i.e.
https://shaktipumps.com/wp-content/uploads/2025/07/
Vigil-Mechanism-Policv.pdf

44. DETAILS OF EMPLOYEE STOCK OPTIONS:

The Nomination and Remuneration Committee
administers and monitors the Shakti Pumps (India)
Limited Employees Stock Option Plan 2024, ("Shakti
Pumps ESOP 2024").

Shakti Pumps ESOP 2024 is in line with the SEBI (Share
Based Employee Benefits and Sweat Equity) Regulations,
2021 (SBEB Regulations) and the disclosure required
under the SBEB Regulations, 2021 with respect to the
ESOP Scheme, as on March 31, 2026 are available on the
Company's website at
https://www.shaktipumps.com/
policies-programmes.php.

45. BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT:

The Company is committed to pursuing its business
objectives ethically, transparently and with accountability
to its entire stakeholder. It believes in demonstrating
responsible behaviour while adding value to the society
and the community, as well as ensuring environmental
well-being from a long-term perspective.

A Business Responsibility and Sustainability Report as
per Regulation 34(2) of the SEBI Listing Regulations, 2015
detailing the various initiatives taken by the Company
on the environmental, social and governance front is
annexed as
Annexure -VI and forms an integral part of
this Annual Report. The Report which forms a part of the
Annual Report, can along with all the related policies, be
also viewed on the Company's Website:
https://www.
shaktipumps.com/

46. APPRECIATION AND ACKNOWLEDGMENTS

The Board of Directors extends its sincere gratitude to
the Securities and Exchange Board of India, BSE Limited,
National Stock Exchange of India Limited, and the Ministry
of Corporate Affairs, along with other government and
regulatory authorities, for their continued support
throughout the year. We also deeply appreciate the
trust and confidence placed in us by our clients and
stakeholders, which is essential to our success.

Further, the Board acknowledges with great appreciation
the efforts and dedication of all our employees across
the Company and its subsidiaries. Their commitment has

been crucial in driving profitable growth during the fiscal
year under review.

We look forward to your continued support and
cooperation as we advance towards our future objectives.

For and on behalf of the Board of Directors
Shakti Pumps (India) Limited
Dinesh Patidar

Place: - Indore Chairman

Date: - May 07, 2026 DIN:-00549552