The Board of Directors of Shakti Pumps (India) Limited (“The Company"/ “Your Company") takes pleasure to present the31st Annual Report of the Company, on the business and operations of the Company along with Audited Standalone & ConsolidatedFinancial 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
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 AmortizationExpenses
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 registeredconsolidated total income of '2,722.45 Crores ascompared to '2,533.33 Crores in the previous year.The Company registered domestic sales of '2,286.62Crores and export sales of '410.98 Crores during theyear. The consolidated profit after tax for the yearstood at '257.58 Crores as compared to '408.37Crores in the previous year.
(ii) Standalone Financial Performance
During the year under review, your Company achievedstandalone total income of '2,680.48 Crores ascompared to '2,505.04 Crores in the previous year.The Company registered domestic sales of '2,279.91Crores and export sales of '363.20 Crores during theyear. The standalone profit after tax for the year stoodat '243.79 Crores as compared to '393.63 Crores inthe previous year.
3. STATE OF THE COMPANY'S AFFAIR:
The Company is engaged in the business of manufacturingand Sale of Submersible Pumps; Motors, VFD, Inverters& their spare parts. The core products of the Company
are Solar Pump Sets, Agricultural Pumps and IndustrialPumps, etc.
There was no change in the nature of the business of theCompany during the year under review.
4. SHARE CAPITAL
As at March 31, 2026, the Authorized share capital ofthe Company is '190 Crore, divided into 17,50,00,000equity shares of ' 10 each aggregating to '175 Crore and15,00,000 15% Compulsory Convertible Preference Sharesof ' 100 each aggregating to '15 Crore.
During the financial year 2025-26, Pursuant to theQualified Institutional Placement under Chapter VI ofthe SEBI (Issue of Capital and Disclosure Requirements)Regulations,2018 and Section 42 and Section 62 of theCompanies Act 2013, ("Companies Act, 2013" or "Act") asamended, read with the rules made thereunder, The Boardof Directors, at its meeting held on January 07, 2025, andthe Special Resolution passed by the shareholders of theCompany on February 12, 2025, The Company has issuedand allotted 31,87,365 Equity Shares of face value '10 eachof the Company on July 05, 2025.
As at March 31, 2026, the paid-up equity share capital ofthe Company is ' 1,23,39,79,650 consisting of 12,33,97,965equity shares of ' 10 each.
5. DIVIDEND
In line with Dividend Distribution Policy of the Companywhich is available in the "Policies & Programmes" sectionin the Investor Relation on the website of the Companyand can be accessed athttps://shaktipumps.com/wp-content/uploads/2025/07/DIVIDFND DISTRIBUTIONPOIICY.pdf.
The Board of Directors, in its meeting held on May 07,2026, recommended a final dividend of 10% i.e. ' 1/- perequity share of ' 10/- each for the financial year endedMarch 31, 2026 subject to approval of Shareholders in theensuing Annual General Meeting ("AGM") of the Company.The Dividend will be paid to all those shareholders whosenames appear in the Register of Members and whosenames appear as beneficial owners as per the beneficiarylist furnished for the purpose by National SecuritiesDepository 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. ' 12.34Crores.
6. TRANSFER OF UNCLAIMED DIVIDEND AND UNCLAIMEDSHARES:
(A) Transfer of Unpaid Dividend
In terms of the provisions of Investor Education andProtection Fund (Accounting, Audit, Transfer andRefund) Rules, 2016 (including amendments andmodifications, thereof), '4,29,200.00/- of unpaid/unclaimed dividends and '2,22,508.00/- of transferof amounts on account of shares already transferredto the fund, were transferred during the year underreview 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 ofthe Company has transferred 7,674 equity shares onaccount of Unclaimed Dividend for FY 2017-18 intothe DFMAT Account of the IFPF Authority held withNSDI (DPID/ Client ID IN300708/10656671) in termsof the provisions of Section 124(6) of the CompaniesAct, 2013 and the IFPF Authority (Accounting, Audit,Transfer and Refund) Rules, 2016, as amended fromtime to time.
These Fquity Shares were the Shares of suchShareholders whose unclaimed/ unpaid dividendpertaining to Financial Year 2017-18 had beentransferred into the IFPF and who had not encashedtheir dividends for 7 (Seven) consecutive years.Individual reminders were sent to concernedShareholders advising them to encash their dividendand the complete list of such Shareholders whoseShares were due for transfer to the IFPF was alsoplaced in the IFPF Shares Section of the InvestorsSection on the website of the Company athttps://shaktipumps.com/iepf-shares/
Concerned Shareholders may still claim the shares orapply 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 rightson shares transferred to the IFPF Authority shallremain frozen until the rightful owner claims theshares.
7. TRANSFER OF RESERVE
During the year under review, no amount was transferred
to any of the reserves of the Company.
2023-24
% of
Variation
Reason for variance(where exceeds 25%)
Return on NetWorth (%)
17.97%
42.61%
24.15%
-57.06%
The decrease is on account of lower profit and EBIT despiteincrease in revenue and working capital in the current year.
Return on CapitalFmployed (%)
17.93%
43.82%
24.54%
-57.81%
Basic FPS (afterexceptional items)(')
20.87
33.97
76.91
-36.92%
Debtors turnover
2.32
2.93
3.01
-20.76%
Not Applicable
Inventory turnover
6.76
7.87
5.43
0.38%
Interest coverageratio*
6.37
12.52
11.73
-47.79%
The decrease is on account of decrease in earningsavailable for debt service due to lower profits in the currentyear.
Current ratio
2.12
2.27
1.82
-6.69%
Debt equity ratio
0.29
0.14
0.11
97.41%
The increase is driven by increase in borrowings during theyear.
Operating profitmargin (%)
16.78%
25.01%
17.01%
-32.92%
Net profit margin(%)
9.55%
16.23%
10.31%
-41.17%
DETAILED EXPLANATION OF RATIOS(i) Return on Net Worth
Return on Net worth (RONW) is a measure of profitabilityof a Company expressed in percentage. It is calculatedby dividing total comprehensive income for the year byaverage capital employed during the year.
(ii) Return on Capital Employed
Return on Capital Employed (ROCE) is a financial ratio thatmeasures a Company's profitability and the efficiencywith which its capital is used. In other words, the ratiomeasures how well a Company is generating profitsfrom its capital. It is calculated by dividing profit beforeexceptional items and tax by average capital employedduring the year.
(iii) Basic EPS
Earnings per Share (EPS) is the portion of a Company'sprofit allocated to each share. It serves as an indicatorof a Company's profitability. It is calculated by dividingProfit for the year by Weighted average number of sharesoutstanding during the year.
(iv) Debtors Turnover
The above ratio is used to quantify a Company'seffectiveness in collecting its receivables or money owedby customer The ratio shows how well a Company usesand manages the credit it extends to customers andhow quickly that short-term debt is collected or is paid.It is calculated by dividing turnover by average tradereceivables.
(v) Inventory Turnover
Inventory Turnover is the number of times a Companysells and replaces its inventory during a period. It iscalculated by dividing turnover by average inventory.
(vi) Interest Coverage Ratio
The Interest Coverage Ratio measures how many timesa Company can cover its current interest payment withits available earnings. It is calculated by dividing PBIT byfinance cost.
(vii) Current Ratio
The Current Ratio is a liquidity ratio that measures aCompany's ability to pay short-term obligations or thosedue within one year. It is calculated by dividing the currentassets 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 aCompany is financing its operations through debtversus wholly owned funds. It is calculated by dividing aCompany's total liabilities by its shareholder's equity.
(ix) Operating Profit Margin
Operating Profit Margin is profitability or performanceratio used to calculate the percentage of profit a Companyproduces from its operations. It is calculated by dividingthe EBIT by turnover.
(x) Net Profit Margin
The net profit margin is equal to how much net incomeor profit is generated as a percentage of revenue. It iscalculated by dividing the profit for the year by turnover.
9. DEPOSITS
The Company has not accepted any deposit within themeaning of Sections 73 and 74 of the Companies Act,2013 read together with the Companies (Acceptance ofDeposits) Rules, 2014 during the financial year 2025-26.
10. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATECOMPANIES
The Company does not have Joint venture or AssociateCompany.
Further, there has been no material change in the natureof the business of the Company and it's Subsidiaries.
b. Material Subsidiaries
The Company had no material subsidiary duringfinancial year 2025-26. However, Your Companyhas formulated a policy for determining MaterialSubsidiaries. The policy is available on your Company'swebsite i.e. www.shaktipumps.com/.
Pursuant to Section 134 of the Act read with rules madethereunder, the details of developments at the level ofsubsidiaries and joint ventures of your Company arecovered in the Management Discussion and AnalysisReport, which forms part of this Annual Report.
As per Section 129(3) of the Companies Act, 2013, a
statement containing salient features of financialstatements of Subsidiaries in Form AOC-1 is annexedas Annexure - I and forms part of this Board's Report.
The Consolidated Financial Statement of the Companywith its Subsidiaries have also been included as partof this Annual Report. In accordance with Section 136of the Act, the audited financial statements, includingconsolidated financial statements and relatedinformation of your Company and audited accountsof each of its subsidiaries, are available on website ofyour 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 Directorand 5 (Five) Non-Executive Independent Directors,including 1 (one) Non-Executive Woman IndependentDirector. Detailed composition about the Board isdisclosed in Report on Corporate Governance. AllDirectors have submitted relevant declarations/disclosures as required under Act and Securities andExchange Board of India ("SEBI") (Listing Obligationsand Disclosure Requirements) Regulations, 2015("SEBI Listing Regulations, 2015").
b. Change in Directorate
At the 30th AGM of the Company held on September25, 2025, the Shareholders approved the re¬appointment of Mr. Sunil Patidar (DIN: 02561763)as a Whole time Director of the Company for aterm of 5 (Five) Consecutive years with effect fromJanuary 29, 2026.
During the year, Mrs Vandana Bhagavatula (DIN:08352752) has resigned from the post of Non¬Executive Woman Independent Director witheffect from closure of business hours of December06, 2025.
During the period under review, The Boardof Directors, on the recommendation of theNomination and Remuneration Committee,approved the appointment of Mrs Bela BharatenduJani (DIN: 11539694) as Non-Executive WomanIndependent Director. The appointment wassubsequently ratified by the shareholders througha 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 theCompany, retires by rotation at the ensuing AnnualGeneral Meeting pursuant to the provisions ofSection 152 of the Companies Act, 2013 read withthe Companies (Appointment and Qualification ofDirectors), Rules 2014 and the Articles of Associationof your Company and being eligible, has offeredhimself for re-appointment as the Director.
d. Key Managerial Personnel:
In terms of Section 2(51) and Section 203 of theCompanies Act, 2013 read with the Companies(Appointment and Remuneration of ManagerialPersonnel) Rules, 2014, the Key Managerial Personnel("KMP") of the Company are:
a) Mr. Dinesh Patidar (DIN: 00549552):- Chairmancum Whole Time Director
b) Mr. Ramesh Patidar (DIN: 00931437):- ManagingDirector
c) Mr. Sunil Patidar (DIN: 02561763): - Whole TimeDirector
d) Mr. Ashwin Bhootda (DIN: 10236282):- Whole timeDirector
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 theBoard and its Committees, including the Audit Committee,Nomination and Remuneration Committee, StakeholderRelationship Committee, Risk Management Committeeand Corporate and Social Responsibility Committee etc.along with the number of meetings held and attendanceduring the year, is provided in the Report on CorporateGovernance, which forms part of this Annual Report.
13. DECLARATIONS GIVEN BY INDEPENDENT DIRECTORS
The Independent Directors have submitted theirdeclaration of independence, stating that:
a. They continue to fulfil the criteria of independenceprovided in Section 149 (6) of the Act along with Rulesframed thereunder and Regulation 16(1)(b) ; and
b. There has been no change in the circumstancesaffecting his/ their status as Independent Directors ofthe Company.
The Independent Directors have also confirmed thatthey have complied with the Company's Code ofConduct. In terms of Section 150 of the Act and Rules
framed thereunder, the Independent Directors havealso confirmed their registration (including renewalof applicable tenure) and compliance of the onlineproficiency self- assessment test (unless exempted) withthe Indian Institute of Corporate Affairs (IICA).
The Board is of the opinion and confirms, in terms ofRule 8 of the Companies (Accounts) Rules, 2014 that theIndependent Directors are persons of high repute, integrityand possess the relevant expertise and experience in theirrespective fields
14. NUMBER OF MEETINGS OF THE BOARD
5 (Five) meetings of the Board of Directors were heldduring the year. For details of the meetings held and theattendance of the Directors please refer to the Report onCorporate Governance which forms part of this annualreport.
15. POLICY ON DIRECTORS' APPOINTMENT ANDREMUNERATION AND OTHER DETAILS
The Company practices a corporate culture based onthe tenets of trusteeship, empowerment, and ethicalpractices, with transparency at its core. In accordancewith Section 178 of the Companies Act, 2013 andRegulation 19 of the SEBI Listing Regulations, 2015 . theCompany has a formal Nomination and RemunerationPolicy. This policy is designed to attract, motivate, andretain high-quality manpower in a competitive andinternational market, reflecting the Company's objectivesfor good corporate governance and sustained long-termvalue creation for shareholders. The policy applies to theCompany's senior management, including its KMP and theBoard of Directors. The Nomination and RemunerationCommittee ensures that the level and composition ofremuneration is reasonable, involving a balanced mix offixed and incentive pay that aligns with both short andlong-term performance benchmarks. The full Nominationand Remuneration Policy for members of the Board andExecutive Management is available on the Company'swebsite 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 conductedin accordance with the provisions of the Act and theSEBI Listing Regulations, 2015. In accordance with theprovisions of Schedule IV of the Companies Act 2013, aSeparate Meeting of the Independent Directors was heldon February 13, 2026, without the attendance of Non¬Independent Directors and Members of the Management.
The Committee has reviewed the performance andeffectiveness of the Board in this meeting as a whole forthe Financial Year 2025-26.
17. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Act, the Board, to thebest of their knowledge and based on the informationand explanations received from the management of theCompany, confirm that:
a) In the preparation of the Annual Accounts, the applicableAccounting Standards have been followed and there areno material departures from the same;
b) The Directors have selected such accounting policiesand applied them consistently and made judgments andestimates that are reasonable and prudent so as to give atrue and fair view of the state of affairs and of the profitsof the Company for that period;
c) The Directors have taken proper and sufficient care forthe maintenance of adequate accounting records inaccordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing anddetecting 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 controlsfor the Company and such internal financial controls areadequate and are operating effectively; and
f) The Directors have devised proper systems to ensurecompliance with the provisions of all applicable laws andthat such systems are adequate and operating effectively.
18. DISCLOSURE RELATING TO REMUNERATION OFDIRECTORS, KEY MANAGERIAL PERSONNEL ANDPARTICULARS OF EMPLOYEES
The information required under Section 197 of theCompanies Act, 2013 read with Rules 5(1) of the Companies(Appointment and Remuneration of ManagerialPersonnel) Rules, 2014, relating to percentage increasein remuneration, ratio of remuneration of each Directorand KMP to the median of employees' remuneration areprovided in Annexure II.
In terms of the provisions of Section 197(12) of the Act readwith Rules 5(2)and 5(3) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules, 2014, astatement showing the names of the top ten employeesin terms of remuneration drawn and names and otherparticulars of the employees drawing remuneration inexcess of the limits set out in the said rules, forms part ofthis Report.
Having regard to the provisions of the second provisoto Section 136(1) of the Act and as advised, the AnnualReport excluding the aforesaid information is being sentto the members of the Company. Any member interestedin obtaining such information may address their email tocs@shaktipumpsindia.com
19. FAMILIARISATION PROGRAM FOR INDEPENDENTDIRECTORS
The Company familiarizes its Independent Directorsin accordance with Regulation 25(7) of SEBI ListingRegulations, 2015, through structured orientation andcontinuous updates. New Directors receive a detailedinduction, including meetings with key managementand a comprehensive documentation kit covering theCompany's strategy, operations, and the Code of Conduct.On an ongoing basis, Directors are kept informed duringBoard and Committee meetings via periodic presentationson business performance, manufacturing, financialparameters, risk management, and changes in theregulatory environment. These programmes, conductedon an "as-needed" basis, ensure Directors remain updatedon industry trends, including areas like technology andsustainability. The details of familiarization programsprovided to the Directors of the Company is availableon 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 yearended March 31, 2026 as prescribed under Section 92(3)read with Section 134(3)(a) of the Act along with Rule 12 ofCompanies (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'swebsite athttps://shaktipumps.com/annual-return/
21. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
The Management Discussion and Analysis, as required interms of the SEBI Listing Regulations, 2015, is annexed tothis Report.
22. CORPORATE GOVERNANCE
Our Company remains steadfast in its commitment tothe highest standards of Corporate Governance, ensuringall affairs are managed with unwavering diligence,transparency, and accountability. Our governanceframework is rooted in the core values of integrity,equity, and fairness, fostering long-term trust with ourshareholders, employees, customers and global partner.
In strict adherence to the SEBI Listing Regulations, 2015,
the Company ensures timely and transparent disclosuresto the Stock Exchanges. A dedicated section "Report onCorporate Governance", forming an integral part of thisAnnual Report, provides a comprehensive overview ofour governance structures and practices along with thecertificate from the Company's Secretarial Auditor i.e.M/s. M. Maheshwari & Associates confirming compliancewith Corporate Governance norms as stipulated in theSEBI Listing Regulations, 2015, as amended, are includedin the Annual Report. Your Company continues to takeproactive steps to ensure strict compliance with allevolving Corporate Governance guidelines and statutoryamendments.
23. MATERIAL CHANGES AND COMMITMENTS AFFECTINGFINANCIAL POSITIONS OF THE COMPANY
No material changes or commitments affecting thefinancial position of the Company have occurred betweenthe end of the financial year to which the Company'sfinancial 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 ofIndia Limited (NSE)
SHAKTIPUMP
"Exchange Plaza", BandraKurla Complex, Bandra (E),Mumbai - 400 051.
The Company has made all the compliances of the SEBIListing Regulations, 2015.
25. LISTING FEES
The Company confirms that it has paid the annual listingfees for the financial year 2026-27 to the both NationalStock Exchange of India Limited and BSE Limited.
26. CORPORATE SOCIAL RESPONSIBILITY
Pursuant to the provisions of the Section 135 of CompaniesAct, 2013, the Company has framed its Corporate SocialResponsibility (CSR) policy for the development ofprograms and projects for the benefit of weaker sectionsof the Society and the same has been approved by CSRCommittee and the Board of Directors of the Company.
CSR policy has been uploaded on the Company's website athttps://shaktipumps.com/wp-content/uploads/2025/07/CSR_Policy.pdf
Pursuant to requirements under section 135 and rulesmade there under a Report on CSR activities and initiativestaken during the year in prescribed format is annexed asAnnexure III which is annexed hereto and forms part ofBoard's Report.
27. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTIONAND 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) ofthe Companies (Accounts) Rules, 2014, the Companycontinues to prioritize energy efficiency and technologicaladvancement. A detailed report highlighting the initiativesundertaken for conservation of energy, the latestbreakthroughs in technology absorption, and a summaryof foreign exchange earnings and outgo is annexed asAnnexure IV to this Report.
28. RISK MANAGEMENT FRAMEWORK
The Company considers proactive risk management a corecomponent of its management philosophy, essential forachieving corporate objectives and ensuring sustainablegrowth. In compliance with Section 134(3) (n) of theCompanies Act, 2013 and Regulation 17(9) (b) of the SEBIListing Regulations, 2015, the Company has established acomprehensive Risk Management Policy. This frameworkutilizes a value-based driver tree approach to identify,prioritize, and manage "risks that matter", includingstrategic, operational, financial, and technological risks,across all business units and geographies. This programfunctions alongside existing specialized initiativesfor emissions, quality, and compliance to protect theinterests of shareholders and stakeholders.
The Board of Directors maintains ultimate oversightof the risk management structure, supported by a RiskManagement Committee constituted in accordancewith Regulation 21 of the SEBI Listing Regulation,2015. The Committee is responsible for monitoring theimplementation of mitigation action plans, reviewingthe Company's risk profile (including cyber security),and ensuring the efficacy of internal control systems.While senior management and business managershandle day-to-day risk identification and assessment,the Committee provides regular progress reports tothe Board to ensure transparency. Detailed informationregarding the Committee's terms of reference,composition, and meetings is provided in the Report onCorporate Governance within this Annual Report. The RiskManagement Policy is also available on the Company'swebsite 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 planis rolled out with approval of the Company's AuditCommittee. The plan is aimed at evaluation of theefficacy and adequacy of internal control systems andcompliance thereof, robustness of internal processes,policies and accounting procedures and compliance withlaws and regulations. Based on the reports of internalaudit, process owners undertake corrective action intheir respective areas. Significant audit observations andcorrective actions are periodically presented to the AuditCommittee of the Board.
30. INTERNAL FINANCIAL CONTROL
The Company has established an Internal FinancialControl framework in accordance with Section 134(5)(e)of the Companies Act, 2013. The internal control systemsof the Company are commensurate with the nature ofits business, size and complexity of its operations. Suchinternal financial controls with reference to the financialstatements are adequate and operating effectively.The Company has implemented appropriate policies,processes and control mechanisms to ensure reliability offinancial reporting, safeguarding of assets, accuracy andcompleteness of accounting records and compliance withapplicable laws and regulations. Further, the Companycontinues to strengthen its systems and controls,including system-based controls relating to audit trail andrecord maintenance, wherever required.
31. UTILISATION OF QIP PROCEEDS
During the year under review, the Company allotted31,87,365 equity shares pursuant to Qualified InstitutionalPlacement and raised '292.60 Crores. Out of the saidproceeds, '187.36 Crores was utilised up to March 31, 2026and '105.24 Crores remained unutilised.
Further, during FY 2023-24, the Company had allotted16,54,944 equity shares pursuant to Qualified InstitutionalPlacement and raised '200.00 Crores. Out of the saidproceeds, '98.62 Crores was utilised up to March 31, 2026and '101.38 Crores remained unutilised.
The proceeds have been utilised for the objects stated inthe placement document and there was no deviation orvariation in utilisation.
32. COST RECORDS:
The provisions of section 148 (1) of the CompaniesAct, 2013 and other applicable rules and provisions isapplicable to the Company. Accordingly, cost records hasbeen maintained by the Company.
33. AUDITORS• Statutory Auditors and their reports
In accordance with the provisions of Section 139 of theCompanies, Act, 2013 and the Rules made there under,M/s. Price Waterhouse Chartered Accountants LLP
(Firm Registration No. 012754N/N500016), was appointedas the Statutory Auditors of the Company at the 29thAnnual General Meeting held on September 30, 2024 forthe term of five consecutive years commencing from theconclusion of the 29th AGM till the conclusion of 34th AGM.
M/s. Price Waterhouse Chartered Accountants LLPhave audited the Standalone and Consolidated financialstatements of the company for the financial year endedMarch 31, 2026. The Statutory Auditor's report providedby the M/s. Price Waterhouse Chartered Accountants LLPdoes not contain any qualifications, reservations, adverseremarks or disclaimers, which would be required to bedealt with in the Board's Report.
• Secretarial Auditor and their reports
M/s M. Maheshwari & Associates, Practicing CompanySecretaries (Firm U.C.N. I2001MP213000), was appointedas Secretarial Auditor of the Company at the 30th AnnualGeneral Meeting held on September 25, 2025 for the termof five consecutive years from April 1, 2025, to March 31,2030.
The Secretarial Audit Report is annexed herewithAnnexure V to this Report. This report is unqualifiedand self-explanatory and does not call for any furthercomments/explanations.
• Cost Auditor and their reports
As per the requirement of Central Government andpursuant to the provisions of Section 148 of the CompaniesAct, 2013 read with the Companies (Cost Records andAudit) Rules, 2014, as amended from time to time, theCompany is required to appoint Cost Auditor for the auditof Cost Records of the Company.
The Board of Directors, on the recommendation of AuditCommittee, approved the appointment and remunerationpayable to M/s. M. P. Turakhia & Associates, CostAccountant, as the Cost Auditors of the Company to auditthe cost records for the financial year 2026-27. As perthe statutory requirement, the requisite resolution forseeking members' approval for the remuneration payableto the Cost Auditor forms part of the Notice of the ensuingAnnual General Meeting.
34. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE,GUARANTEES GIVEN AND SECURITIES PROVIDED.
The Details of loans, guarantees or investments coveredunder 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 RELATEDPARTIES
All related party transactions which were enteredduring the financial year were in the ordinary courseof business and on an arm's length basis. There wereno materially significant related party transactionsentered by the Company with the Promoters, Directors,Key Managerial Personnel or other persons which mayhave a potential conflict with the interests of the Company.
A statement of all related party transactions is presentedbefore the Audit Committee on quarterly basis, specifyingthe nature and value of transactions. Since all the relatedparty transactions entered during the financial year wereon an arm's length basis and in the ordinary course ofbusiness, no details are required to be provided in FormAOC-2 as prescribed under Section 134(3) (h) of the Act andRule 8(2) of the Companies (Accounts) Rules, 2014.
In line with the requirements of the Companies Act, 2013and SEBI Listing Regulation, 2015, the Board has approveda Policy on Related Party Transactions which is alsoavailable on Company's website at www.shaktipumps.com.
36. DISCLOSURE UNDER THE SEXUAL HARASSMENT OFWOMEN AT WORKPLACE (PREVENTION, PROHIBITIONAND REDRESSAL) ACT, 2013
The Company has in place a Policy on Prevention of SexualHarassment in line with the requirements of The SexualHarassment of Women at the Workplace (Prevention,Prohibition & Redressal) Act, 2013 and has constitutedthe Internal Complaints Committee to redress and resolvecomplaints received regarding sexual harassment.Training and awareness programmes are conductedthroughout the year to create sensitivity towards ensuringa respectable workplace.
During the year, no complaint was received by theCompany. The policy formulated by the Company forprevention of sexual harassment is available on thewebsite 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 continuesto comply with the applicable Secretarial Standards asmandated by the Institute of Company Secretaries ofIndia ('ICSI') to ensure compliance with all the applicableprovisions read together with the relevant circulars issuedby MCA.
38. COMPLIANCE WITH THE MATERNITY BENEFIT ACT, 1961
The Company has complied with the provisions of theMaternity Benefit Act, 1961, including all applicableamendments and rules framed thereunder. The Companyis committed to ensuring a safe, inclusive, and supportiveworkplace for women employees. All eligible womenemployees are provided with maternity benefits asprescribed under the Maternity Benefit Act, 1961, includingpaid maternity leave, nursing breaks, and protection fromdismissal during maternity leave.
The Company also ensures that no discrimination is madein recruitment or service conditions on the grounds ofmaternity. Necessary internal systems and HR policies arein place to uphold the spirit and letter of the legislation.
39. GENDER-WISE COMPOSITION OF EMPLOYEES
In alignment with the principles of diversity, equity, andinclusion (DEI), the Company discloses below the gendercomposition of its workforce as on the March 31, 2026.
Male Employees: 667Female Employees: 59Transgender Employees: Nil
This disclosure reinforces the Company's efforts topromote an inclusive workplace culture and equalopportunity for all individuals, regardless of gender.
40. DETAILS OF DIFFERENCE BETWEEN THE AMOUNTOF THE VALUATION DONE AT THE TIME OF ONE TIMESETTLEMENT AND THE VALUATION DONE WHILE TAKINGLOAN FROM THE BANKS OR FINANCIAL INSTITUTIONSALONG WITH THE REASONS THEREOF:
During the year under review, the Company has not madeany application or entered into any One Time Settlementwith any bank or financial institution. Accordingly,disclosure relating to difference between valuation doneat the time of OTS and valuation done while taking loan isnot applicable.
41. SIGNIFICANT AND MATERIAL ORDERS PASSED BYCOURTS/ REGULATORS/ TRIBUNALS
There were no significant and material orders passed by
the regulators or courts or tribunal and also no corporateinsolvency resolution process initiated under theInsolvency and Bankruptcy Code, 2016.
42. REPORTING OF FRAUDS:
During the year under review, there have been no fraudsreported by the Statutory Auditors of the Company undersub-section (12) of Section 143 of the Act.
43. VIGIL MECHANISM
Pursuant to the provisions of Section 177(9) & (10) of theCompanies Act, 2013 and Regulation 22 of the SEBIListing Regulations, 2015, the company has instituted aVigil Mechanism/Whistle Blower Policy for dealing withunethical behaviour actual or suspected fraud or violationof the Company's Code of Conducts or ethics policy. Thesame 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 Committeeadministers and monitors the Shakti Pumps (India)Limited Employees Stock Option Plan 2024, ("ShaktiPumps ESOP 2024").
Shakti Pumps ESOP 2024 is in line with the SEBI (ShareBased Employee Benefits and Sweat Equity) Regulations,2021 (SBEB Regulations) and the disclosure requiredunder the SBEB Regulations, 2021 with respect to theESOP Scheme, as on March 31, 2026 are available on theCompany's website athttps://www.shaktipumps.com/policies-programmes.php.
45. BUSINESS RESPONSIBILITY AND SUSTAINABILITYREPORT:
The Company is committed to pursuing its businessobjectives ethically, transparently and with accountabilityto its entire stakeholder. It believes in demonstratingresponsible behaviour while adding value to the societyand the community, as well as ensuring environmentalwell-being from a long-term perspective.
A Business Responsibility and Sustainability Report asper Regulation 34(2) of the SEBI Listing Regulations, 2015detailing the various initiatives taken by the Companyon the environmental, social and governance front isannexed as Annexure -VI and forms an integral part ofthis Annual Report. The Report which forms a part of theAnnual Report, can along with all the related policies, bealso viewed on the Company's Website:https://www.shaktipumps.com/
46. APPRECIATION AND ACKNOWLEDGMENTS
The Board of Directors extends its sincere gratitude tothe Securities and Exchange Board of India, BSE Limited,National Stock Exchange of India Limited, and the Ministryof Corporate Affairs, along with other government andregulatory authorities, for their continued supportthroughout the year. We also deeply appreciate thetrust and confidence placed in us by our clients andstakeholders, which is essential to our success.
Further, the Board acknowledges with great appreciationthe efforts and dedication of all our employees acrossthe Company and its subsidiaries. Their commitment has
been crucial in driving profitable growth during the fiscalyear under review.
We look forward to your continued support andcooperation as we advance towards our future objectives.
For and on behalf of the Board of DirectorsShakti Pumps (India) LimitedDinesh Patidar
Place: - Indore Chairman
Date: - May 07, 2026 DIN:-00549552