Shakti Pumps (India) Ltd Directors Report

Dear Members,

The Board of Directors of your Company take pleasure to present the 30 th 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 Auditors Report thereon for the financial year ended March 31, 2025 .

1. FINANCIAL SUMMARY OR HIGHLIGHTS

A brief summary of the Companys standalone and consolidated performance is given below:-

( In Crores)

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 COMPANYS 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 Companys 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 (QIBs) 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 QIBs at a price of 918 per Equity shares amounting to 292.60 Crores.

As on the date of Boards 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 payout 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

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

Concerned Shareholders may still claim the shares or apply for refund to the IEPF Authority in Web Form No. IEPF-5 available on . 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 Companys 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 Companys profit allocated to each share. It serves as an indicator of a Companys 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 Companys 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 Companys 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 Companys 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 Companys total liabilities by its shareholders 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 its 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 Companys website and link for the same is 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 Boards 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 .

11. 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 29 th 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 & NonIndependent 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 Wholetime 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 Companys 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 Companys policy is designed to attract, motivate and retain manpower in a competitive and international market. The policy reflects the Companys objectives for good corporate governance as well as sustained longterm value creation for shareholders. The Remuneration Policy applies to the Companys 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 Companys website: -

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 NonIndependent 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

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 Companys website at /a

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 Boards Report, and the certificate from the Companys 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 Companys Website:

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 Companys financial statements relate and the date of the report.

24. LISTING INFORMATION

The Companys 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 Companys website at s

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 Boards 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 stakeholders 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 companys website i.e.

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 Companys 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 Companys 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 arms 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 arms 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 Companys website at

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

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 29 th Annual General Meeting held on 30 th September, 2024 for the term of five consecutive years commencing from the conclusion of the 29 th AGM till the conclusion of 34 th 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 Auditors 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 Boards 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. a

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 Companys 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 30 th 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 31 st March, 2025 are available on the website of the Company at

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