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 )
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Particulars
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2025-26
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2024-25
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2025-26
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i 2024-25
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| |
Standalone
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|
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Consolidated
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Total Income
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2,680.48
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2,505.04
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2,722.45
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2,533.33
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Profit before Finance Cost, Depreciation and Tax
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407.69
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587.40
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446.54
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620.04
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Finance Costs
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50.66
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39.98
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59.07
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44.25
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Depreciation and Amortization Expenses
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20.30
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18.03
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28.32
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19.99
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Profit before Tax
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336.73
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529.39
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359.15
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555.80
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Less:-Current Tax
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88.41
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146.48
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98.66
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159.76
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Less:-Deferred Tax
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4.53
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(10.72)
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2.91
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(12.33)
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Profit after Tax
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243.79
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393.63
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257.58
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| 408.37
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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 athttps://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 athttps:// 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 onhttps://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.
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Particulars
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2025-26
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2024-25
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2023-24
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% of
Variation
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Reason for variance (where exceeds 25%)
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Return on Net Worth (%)
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17.97%
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42.61%
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24.15%
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-57.06%
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The decrease is on account of lower profit and EBIT despite increase in revenue and working capital in the current year.
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Return on Capital Fmployed (%)
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17.93%
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43.82%
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24.54%
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-57.81%
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The decrease is on account of lower profit and EBIT despite increase in revenue and working capital in the current year.
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Basic FPS (after exceptional items) (')
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20.87
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33.97
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76.91
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-36.92%
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The decrease is on account of lower profit and EBIT despite increase in revenue and working capital in the current year.
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Debtors turnover
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2.32
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2.93
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3.01
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-20.76%
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Not Applicable
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Inventory turnover
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6.76
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7.87
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5.43
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0.38%
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Not Applicable
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Interest coverage ratio*
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6.37
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12.52
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11.73
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-47.79%
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The decrease is on account of decrease in earnings available for debt service due to lower profits in the current year.
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Current ratio
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2.12
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2.27
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1.82
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-6.69%
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Not Applicable
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Debt equity ratio
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0.29
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0.14
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0.11
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97.41%
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The increase is driven by increase in borrowings during the year.
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Operating profit margin (%)
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16.78%
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25.01%
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17.01%
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-32.92%
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The decrease is on account of lower profit and EBIT despite increase in revenue and working capital in the current year.
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Net profit margin (%)
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9.55%
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16.23%
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10.31%
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-41.17%
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The decrease is on account of lower profit and EBIT despite increase in revenue and working capital in the current year.
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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 athttps://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 athttps://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 athttps://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:-
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Name of Stock Exchanges
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Stock Code/Symbol
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BSE Limited (BSE)
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531431
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P.J. Towers, Dalal Street, Mumbai-400001
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National Stock Exchange of India Limited (NSE)
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SHAKTIPUMP
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"Exchange Plaza", Bandra Kurla Complex, Bandra (E), Mumbai - 400 051.
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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 athttps://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 athttps://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) LimitedDinesh Patidar
Place: - Indore Chairman
Date: - May 07, 2026 DIN:-00549552
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