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SHAKTI PUMPS (INDIA) LTD.

21 November 2025 | 03:59

Industry >> Pumps

Select Another Company

ISIN No INE908D01010 BSE Code / NSE Code 531431 / SHAKTIPUMP Book Value (Rs.) 61.50 Face Value 10.00
Bookclosure 18/09/2025 52Week High 1387 EPS 33.09 P/E 20.83
Market Cap. 8507.67 Cr. 52Week Low 689 P/BV / Div Yield (%) 11.21 / 0.15 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 :2025-03 

The Board of Directors of your Company take pleasure to present the 30th Annual Report of the Shakti Pumps (India) Limited (“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, 2025.

1. FINANCIAL SUMMARY OR HIGHLIGHTS

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

Particulars

2024-2025

2023-2024

2024-2025

2023-2024

Standalone

Consolidated

Total Income

2505.04

1303.23

2533.33

1374.31

Profit before Finance Cost,
Depreciation and Tax

587.40

193.97

620.04

228.41

Finance Costs

39.98

17.69

44.25

19.48

Depreciation and Amortization
Expenses

18.03

17.58

19.99

19.03

Profit before Tax

529.39

158.70

555.80

189.90

Less:-Current Tax

146.48

47.98

159.76

54.67

Less:-Deferred Tax (Credit)

(10.72)

(6.44)

(12.33)

(6.50)

Profit for the year

393.63

117.16

408.37

141.73

2. FINANCIAL PERFORMANCE

(i) Consolidated Financial Performance

During the year, your Company has registered sales
and other income ' 2533.33 Crores as compared to
' 1374.31 Crores of previous year. Company was able
to register a domestic sale of ' 2079.45 Crores and
export sale of ' 436.79 Crores in the current year. Your
Company has profit for the year of ' 408.37 Crores in
comparison to ' 141.73 Crores in previous year.

(ii) Standalone Financial Performance

During the year under review, the company has
achieved Standalone total income of ' 2,505.04 Crores
as compared to ' 1,303.23 Crores of previous year.
The company was able to register a domestic sales
' 2,064.18 Crores and Export sales '414.92 Crores in
the current year. Your Company has profit for the year
of
' 393.63 Crores in comparison to ' 117.16 Crores in
previous year.

3. STATE OF THE COMPANY'S AFFAIR:

The Company is engaged in the business of manufacturing
and sale of Pumps; Motors, VFD, Inverters & their spare

parts. The core products of the Company are Engineered
Pumps, Industrial Pumps, and Solar 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, 2025, 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.

The paid-up Equity Share Capital of the Company
as at March 31, 2025 is ' 120.21 Crore consisting of
12,02,10,600 equity shares of ' 10 each.

During the year, the Board of Directors at their meeting
held on October 7, 2024 and Shareholders through
postal ballot dated November 9, 2024, approved the
increase in the Company's Authorized Share Capital
from ' 40 Crore, divided into 2,50,00,000 equity shares
of ' 10 each and 15,00,000 15% Compulsory Convertible
Preference Shares of ' 100 each to ' 190 Crores divided
into 17,50,00,000 Equity Shares of '10/- each and

15.00. 000 15% Compulsory Convertible Preference Shares

of '100/- by creation of additional 15,00,00,000 equity
shares of
' 10 each.

The Board of Directors, at their meeting held on October
07, 2024, recommended the issuance of bonus equity
shares in ratio of 5:1 (i.e., 5 bonus equity shares for every
1 fully paid-up equity share with a face value of '10/- each
held). Accordingly, the Shareholders granted their approval
by postal ballot dated November 09, 2024 for issuance of
bonus equity shares. Subsequently, the Company allotted
10,01,75,500 bonus equity shares on November 26, 2024,
to the Shareholders holding equity shares as of November
25, 2024 which was the record date fixed for this purpose.

The Board of Directors, at their meeting held on January
07, 2025 and the Special Resolution passed by the
shareholders of the Company on February 12, 2025,
the placement agreement dated July 02 ,2025 and the
placement document dated July 04, 2025 and pursuant
to the applications received from eligible qualified
institutional buyers (QIB's) in 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,
as amended , read with the rules, issued and allotted
31,87,365 Equity Shares of face value
' 10 each of the
Company to the QIB's at a price of
' 918 per Equity shares
amounting to
' 292.60 Crores.

As on the date of Board's report, the paid-up Equity Share
Capital of the Company is
' 123.40 Crore consisting of
12,33,97,965 equity shares of
' 10 each.

5. DIVIDEND

The Board of Directors, in its meeting held on May 09, 2025,
recommended a final dividend of 10% i.e.
' 1/- per equity
share of
' 10/- each for the financial year ended March 31,
2025 subject to approval of Shareholders in the ensuing
Annual General Meeting 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 Limited
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. The 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/ policies-and-programmes

6. TRANSFER TO INVESTOR EDUCATION AND PROTECTION
FUND:

(A) Transfer of Unpaid Dividend

Pursuant to the provisions of Section 124(5) of the
Companies Act, 2013, your Company has transferred
' 2,55,578/- during the year to the Investor Education and
Protection Fund. These amounts were lying unclaimed/
unpaid with the Company for a period of 7 (Seven)
consecutive years after declaration of Final Dividend for
financial year ended 2016-17.

(B) Transfer of Shares underlying Unpaid Dividend

During the financial year, the board of Directors of
the Company has transfer 11,956 equity shares on
account of Unclaimed Dividend for FY 2016-17 into the
DEMAT Account of the IEPF Authority held with NSDL
(DPID/ Client ID IN300708/10656671) in terms of the
provisions of Section 124(6) of the Companies Act, 2013
and the IEPF Authority (Accounting, Audit, Transfer
and Refund) Rules, 2016, as amended from time to time.

These Equity Shares were the Shares of such Shareholders
whose unclaimed/ unpaid dividend pertaining to Financial
Year 2016-17 had been transferred into the IEPF and
who had not encashed their dividends for 7 (Seven)
consecutive years. During the year, the Company has
issued Bonus Shares in the ratio of 5:1 (i.e., five bonus
equity shares for every one fully paid up equity share held
by the shareholders). Further, in compliance with the
statutory requirements, the benefits arising out of such
Bonus Shares, in respect of shares already transferred to
the Investor Education and Protection Fund (IEPF), have
also been credited to the respective IEPF account.

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 IEPF was also placed in the IEPF 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 IEPF Authority in Web Form No.
IEPF-5 available on https://www.mca.gov.in/content/
mca/global/en/foportal/fologin.html. The voting rights
on shares transferred to the IEPF 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.

8. KEY FINANCIAL RATIOS

Particulars

2024-25

2023-24

2022-23

Return on Net Worth (%)

42.61%

24.15%

5.95%

Return on Capital Employed (%)

43.82%

24.54%

8.10%

Basic EPS (after exceptional items)

33.97

76.91

13.13

Debtors turnover

2.93

3.01

3.09

Inventory turnover

7.87

5.43

4.57

Interest coverage ratio

12.52

11.73

5.29

Current ratio

2.27

1.82

1.94

Debt equity ratio

0.14

0.11

0.18

Operating profit margin (%)

25.01%

17.01%

7.03%

Net profit margin (%)

16.23%

10.31%

2.49%

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 customers. 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 2024-25.

10. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATES
COMPANIES

a. As on March 31, 2025, our Company has following
Subsidiaries:-

1. Shakti Pumps USA, LLC

2. Shakti Pumps (FZE), UAE

3. Shakti Pumps (Bangladesh) Limited

4. Shakti Energy Solutions Limited (formerly

known as Shakti Energy Solutions Private
Limited)

5. Shakti EV Mobility Private Limited

There has been no material change in the nature of
the business of the Company and it's Subsidiary.

b. Material Subsidiaries

As on March 31, 2025, the Company has one
Material Subsidiary Shakti Energy Solutions
Limited (formerly known as Shakti Energy
Solutions Private Limited). Your Company has
formulated a policy for determining Material
Subsidiaries. The policy is available on your
Company's website and link for the same is https://
shaktipumps.com/policies-and-programmes/.
Pursuant to Section 134 of the Act read with rules
made thereunder, the details of developments
at the level of subsidiaries 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
(Act), a statement containing salient features of
financial statements of Subsidiaries in Form AOC-1
is annexed as
Annexure-I and forms part of 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 at https://shaktipumps.com/.

1. DIRECTORS AND KEY MANAGERIAL PERSONNEL

a. Directors:

As on March 31, 2025, the Company has ten
Directors comprising of four Executive Directors,
one Non-Executive & Non-Independent Director
and five Non-Executive Independent Directors,
including one Independent Woman 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 Listing Regulations.

b. Change in Directorate

• At the 29th AGM of the Company held on
September 30, 2024, the Shareholders
approved the appointment of Mr. Ashwin
Bhootda (DIN: 10236282) as a Whole time
Director of the Company for a term of 5 (Five)
Consecutive years with effect from July 20,
2024, also approved the appointment of
Mr. Hirabhai Somabhai Patel (DIN: 00541411),
Mr. Bhim Singh (DIN: 08189580), and
Mr. Venkata Samrajya Sri Pavan Kumar Hari
(V.S.S. Pavan Kumar Hari) (DIN: 10665196) as an
Independent Directors of the Company for a
term of 5 (Five) Consecutive years with effect
from July 20, 2024.

• During the year, Mr. Navin Sunderlal Patwa
(DIN: 01009404) and Nishtha Neema (DIN:
01743710) have completed their second term
as a Non-Executive Independent Director
of the company on the closing of business
hours of July 30, 2024 and March 26, 2025
respectively, accordingly ceased to be
Independent director of the Company.

• The Board of Directors on recommendation of
the Nomination and Remuneration Committee
and approval of shareholders through postal
ballot, appointed Mr. Ramakrishna Sataluri
(DIN: 08903553) as Non-Executive & Non¬
Independent Director of the Company,
with effect from October 07, 2024 and

Mrs. Vandana Bhagavatula (DIN: 08352752) as
Non-Executive Woman Independent Director
with effect from March 20, 2025 for a term of
5 consecutive years.

c. Director liable to Retire by Rotation:

Mr. Ashwin Bhootda (DIN: 10236282), Whole-Time
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 of the Company are:

a) Mr. Dinesh Patidar:- Chairman and Whole¬
time director (DIN: 00549552)

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

c) Mr. Sunil Patidar: - Whole-time director (DIN:
-02561763)

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

e) Mr. Dinesh Patel:- Chief Financial Officer

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

12. DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS

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

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

There has been no change in the circumstances affecting
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 opined and confirm, 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

13. NUMBER OF MEETINGS OF THE BOARD

Nine 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.

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

The Company's policy is designed to attract, motivate
and retain manpower in a competitive and international
market. The policy reflects the Company's objectives for
good corporate governance as well as sustained long¬
term value creation for shareholders. The Remuneration
Policy applies to the Company's senior management,
including its Key Managerial Person and Board of
Directors. The Nomination and Remuneration Policy
for the members of Board and Executive Management
is available on the Company's website: - https://
shaktipumps.com/policies-and-programmes/.

15. 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
Listing Regulations. In accordance with the provisions
of Schedule IV of the Companies Act 2013, a Separate
Meeting of the Independent Directors was held on
January 24, 2025, , 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 2024-25.

16. 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.

17. 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 Key Managerial Personnel to the median of
employees' remuneration are provided in
Annexure-II.

18. FAMILIARISATION PROGRAM FOR INDEPENDENT
DIRECTORS

The Independent Directors are regularly informed during
meetings of the Board and Committees on the business
strategy, business activities, manufacturing operations,
updates on the drone industry, and regulatory updates.
The Directors when they are appointed are given a
detailed orientation on the Company, industry, strategy,
policies and Code of Conduct, regulatory matters,
business, financial matters, human resource matters,
and Corporate Social Responsibility initiatives of the
Company. The details of familiarization programs
provided to the Directors of the Company is available

on the website of the Company at https://shaktipumps.
com/policies-and-programmes/

19. ANNUAL RETURN

The Annual Return in form MGT-7 for the financial year
ended March 31, 2025 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/

20. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis, as required
in terms of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 (Listing Regulations), is annexed to
this Report.

21. CORPORATE GOVERNANCE

Your Company always places a major emphasis on
managing its affairs with diligence, transparency,
responsibility and accountability. The Company
continues to focus on building trust with shareholders,
employees, customers, suppliers and other stakeholders
based on the principles of good corporate governance
viz. integrity, equity, transparency, fairness, sound
disclosure practices, accountability and commitment to
values.

A separate section on Corporate Governance, which is a
part of the Board's Report, and the certificate from the
Company's Secretarial Auditor confirming compliance
with Corporate Governance norms as stipulated in the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended, are included in the
Annual Report. The Company has taken adequate
steps for strict compliance with Corporate Governance
guidelines as amended from time to time.

22. BUSINESS RESPONSIBILITY AND SUSTAINABILITY
REPORT

Your Company is committed to pursuing its
business objectives ethically, transparently and with
accountability to all its stakeholders. 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,
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://shaktipumps.com/

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

531431

National Stock Exchange of India
Limited (NSE) "Exchange Plaza",
Bandra Kurla Complex, Bandra (E),
Mumbai - 400 051.

SHAKTIPUMP

The Company has made all the compliances of the
Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations,
2015

25. LISTING FEES

The Company confirms that it has paid the annual listing
fees for the financial year 2025-26 to the both National
Stock Exchange of India Limited and BSE Limited.

26. CORPORATE SOCIAL RESPONSIBILTY

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/policies-and-
programmes/

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. RISK MANAGEMENT FRAMEWORK

The Company has a consistent, structured and defined
continuous process for identifying, assessing, deciding
on responses to and reporting on critical 'risks that
matter'. The Risk Management framework of the
Company essentially comprises of two elements i.e.
the process to identify, prioritise and manage risks
adopting the value-based driver tree approach and risk
mitigation action plan. The Risk Management framework
applies to all business units, functions, geographies
and departments within the Company. The Company
recognises that the emerging and identified risks need
to be managed and mitigated to-

• protect its shareholders and other stakeholder's
interest,

• achieve its business objective and

• enable sustainable growth.

It compliments and does not replace other existing
programs, such as those relating to emission, quality
and compliance matters. Composition, frequency
and quorum of meetings of the Risk Management
Committee constituted by the Board are in compliance
with Regulation 21 of the Listing Regulations. Roles,
responsibilities and functions of the Committee have
been defined by the Board. Terms of reference of the
Committee, details of meetings held and attendance
thereat are mentioned in the Corporate Governance
Report, which forms part of this Report. The Risk
Management policy is available on the company's
website i.e. https://shaktipumps.com/policies-and-
programmes/

28. INTERNAL FINANCIAL CONTROL

The Company has a robust Internal Financial Control
framework which is according to Section 134(5)(e) of the
Companies Act, 2013. The Company's internal control
systems are commensurate with the nature of its
business, the size and complexity of its operations and
such IFCs with reference to the Financial Statements
are adequate. The Company has implemented robust
processes to ensure that all IFCs are effectively working.

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. 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.

31. 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 https://
shaktipumps.com/

32. 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 complaints received regarding sexual

harassment. 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/policies-and-
programmes/.

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, 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 30th
September, 2024 for the term of five consecutive
years commencing from the conclusion of the 29th
AGM till the conclusion of 34th AGM.

Price Waterhouse Chartered Accountants LLP
have audited the Standalone and Consolidated
financial statement of the company for the
financial year ended March 31, 2025. The Statutory
Auditor's report provided by the 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

The Board had appointed M/s M. Maheshwari &
Associates
, Practicing Company Secretaries (Firm
U.C.N. I2001MP213000), as Secretarial Auditor for
5 consecutive years from April 1, 2025, to March
31, 2030 subject to shareholder approval in the
ensuing Annual General Meeting.

The Secretarial Audit Report is annexed herewith
Annexure- IV to this Report. This report is
unqualified and self-explanatory and does not
call for any further comments/explanations. The
Secretarial Audit Report of material unlisted
subsidiary company i.e. Shakti Energy Solutions
Limited (formerly known as Shakti Energy Solutions
Private Limited) of the company is also annexed
along with
Annexure- IV.

• 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 2025-26. 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. CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO

The information on conservation of energy, technology
absorption and foreign exchange earnings and outgo as
required under Section 134(3)(m) of the Companies Act,
2013 read with Rule 8(3) of the Companies (Accounts)
Rules, 2014 is set out herewith as
Annexure- V to this
Report.

35. COMPLIANCE WITH SECRETARIAL STANDARD

Pursuant to Section 205 of the Act, the Company
complies 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 during pandemic.

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

The detail of significant order passed by the Securities
Exchange Board of India is mentioned in the Report on
Corporate Governance. There is no corporate insolvency
resolution process initiated under the Insolvency and
Bankruptcy Code, 2016.

37. 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 Companies Code of Conducts or ethics
policy. The same is uploaded on the website of the
Company i.e. https://shaktipumps.com/policies-and-
programmes/.

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, 2025.

• Male Employees: 634

• Female Employees: 44

• Transgender Employees: 0

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

No such incident took place during the reporting year.

41. 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.

42. DETAILS OF EMPLOYEE STOCK OPTIONS

The Company has implemented Shakti Pumps (India)
Limited Employees Stock Option Plan 2024, ("Shakti
Pumps ESOP 2024") for the eligible employees of
the Company vide Special Resolution passed by the

Members at the Annual General Meeting held on 30th
September, 2024. The primary objective of the plan is
to reward employees for their association, performance
and contribution to the goals of the Company and to
attract, retain and motivate key talent by rewarding
good performance and motivating them to contribute
to the overall corporate growth and profitability of
the Company. The Nomination and Remuneration
Committee ('NRC') administers and monitors the ESOP
schemes.

Disclosures pursuant to SEBI (Share Based Employee
Benefits) Regulations, 2014, in respect of Shakti Pumps
(India) Limited Employees Stock Option Plan 2024 as
at 31st March, 2025 are available on the website of the
Company at https://shaktipumps.com/policies-and-
programmes/.

43. 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:-August 01, 2025 DIN:-00549552