Shakti Pumps (India) Ltd. - Proxy Solicitation & Information Statement 2024

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Date:‐20/01/2024 To, To, The Secretary, The Secretary, Listing Department Corporate Relationship Department National Stock Exchange of India Ltd. BSE Limited Exchange plaza, BKC, Bandra (E) P. J. Towers, Dalal Street Mumbai ‐ MH 400051. Mumbai‐ MH 400001.

REF: ‐(ISIN‐ INE908D01010) SCRIP CODE BSE‐531431, NSE Symbol ‐SHAKTIPUMP

Sub:‐Intimation under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015) for Notice of Postal Ballot

Dear Sir/Madam,

Pursuant to Regulation 30 and other applicable provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, we enclose herewith copy of Notice of Postal Ballot dated January 18, 2024 along with Explanatory Statement.

In compliance with the requisite circulars issued by Ministry of Corporate Affairs, the Notice of the Postal Ballot is being sent by electronic mode to those Members whose names appear in the Register of Members/ list of Beneficial Owners as received from National Securities Depository Limited and Central Depository Services (India) Limited, as on the cut-off date of Friday, January 19, 2024 and whose e-mail addresses are registered with the RTA/ Depositories. The e-voting period will commence from Monday, January 22, 2024 at 9.00 a.m. (IST) and ends on Tuesday, February 20, 2024 at 5.00 p.m. (IST).

The above information will also be available on the website of the Company at www.shaktipumps.com.

Kindly take the above information on record and acknowledge it.

Thanking You

Yours faithfully,

For Shakti Pumps (India) Limited

Digitally signed by Ravi Patidar DN: c=IN, o=Personal, title=8835, pseudonym=1333629442703236517d1gdBD Ravi 6KT9lYg, 2.5.4.20=098e95d8507c2ee0b78e4884145ee bb246409d3498f443b082c47a92a26382c6, postalCode=453331, st=Madhya Pradesh, serialNumber=31dde50601e6024b2732ca59 72ed69c26147945af389098003ac14a4c8564 Patidar 4de, cn=Ravi Patidar Date: 2024.01.20 16:55:30 +05'30' Ravi Patidar Company Secretary

SHAKTI PUMPS (INDIA) LIMITED

CIN: L29120MP1995PLC009327

Regd. Office:‐Plot No. 401, 402 & 413, Industrial Area, Sector ‐ 3, Pithampur ‐ Dist. Dhar 454774 (M.P.) INDIA. Tel.: +91 7292 410500, Fax: +91 7292 410645 E‐mail: [email protected], [email protected], Web:‐ www.shaktipumps.com

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NOTICE OF POSTAL BALLOT

(Pursuant to Section 110 of the Companies Act, 2013 read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014)

Dear Members,

Notice is hereby given that the resolution set out below is proposed to be passed by the members of SHAKTI PUMPS (INDIA) LIMITED (“the Company ”) by means of Postal Ballot, only by way of remote e-voting process (“e‐voting ”), pursuant to the provisions of Section 110 and all other applicable provisions, if any, of the Act, read together with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force) (“Rules”), Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the “SEBI Listing Regulations”), General Circular Nos. 14/2020 dated April 08, 2020, 17/2020 dated April 13, 2020, 20/2020 dated May 05, 2020, 22/2020 dated June 15, 2020, 33/2020 dated September 28, 2020, 39/2020 dated December 31, 2020, 10/2021 dated June 23, 2021, 20/2021 dated December 08, 2021, 3/2022 dated May 05, 2022 and 11/2022 dated December 28, 2022 and No. 09/2023 dated September 25, 2023 issued by the Ministry of Corporate Affairs, Government of India (“MCA Circulars”), Secretarial Standard on General Meetings (“SS-2”) issued by the Institute of Company Secretaries of India and any other applicable law, rules and regulations (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force and as amended from time to time).

The proposed resolutions and the Explanatory Statement pursuant to Section 102(1), 110 of the Act and any other applicable provisions of the Act, read with Rules framed thereunder; setting out the material facts and reasons thereof concerning the resolutions mentioned in this Postal Ballot Notice (“Notice”), are annexed hereto.

As permitted under the MCA Circular, the Company is sending the Notice in electronic form only. In compliance with Regulation 44 of the SEBI Listing Regulations and pursuant to the provisions of Sections 108 and 110 of the Companies Act read with the rules framed thereunder and the MCA Circular, the manner of voting on the proposed resolution is restricted only to e-voting i.e. by casting votes electronically instead of submitting postal ballot forms. The instructions for remote e-voting are appended to the Notice.

Pursuant to Rule 22(5) of the Rules, the Board of Directors of the Company has appointed CS Manish Maheshwari, Practising Company Secretary, (Membership No.: 5174, COP No. 3860), Proprietor of M/s. M. Maheshwari & Associates, Company Secretaries, Indore as Scrutinizer for conducting the Postal Ballot, through the e-voting process, in a fair and transparent manner. The Scrutinizer's decision on the validity of the Postal Ballot shall be final.

---------------------------------------------------------------------------------------------------------------------------------------------------------SHAKTI PUMPS (INDIA) LIMITED CIN: L29120MP1995PLC009327, Regd. Office & Works: Plot No. 401, 402 & 413, Industrial Area, Sector - III, Pithampur - 454774, Dist. Dhar (M.P.) INDIA. Tel.: +91 7292 410500, Fax: +91 7292 410645 E-mail: [email protected] , [email protected] , Web: www.shaktipumps.com

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Members are requested to follow the procedure as stated under the instructions provided in this Notice and record their assent (“FOR”) or dissent (“AGAINST”) on the proposed resolution through the e-voting process not later than 5:00 P.M. (IST) on Tuesday, February 20, 2024, failing which it will be considered that no reply has been received from the Member.

The Company has engaged the services of Central Depository Services (India) Limited (“ CDSL ”) as its agency for providing e-voting facility to its members. Only members as on Friday, January 19, 2024 (the “ Cut Off Date ”) are entitled to vote under the e-voting facility offered by the Company and any other recipient of the Notice who has no voting rights should treat the Notice for information purposes only. In accordance with the MCA Circulars, the Company has made necessary arrangements with M/s. Adroit Corporate Services Private Limited, Registrar and Share Transfer Agent (“RTA”) to enable the Members to register their e-mail address. Those Members who have not yet registered their e-mail address are requested to register the same by following the procedure set out in this Notice. The postal ballot results will be submitted within 2 (Two) working days from the conclusion of the e- voting period to the stock exchanges in accordance with the SEBI Listing Regulations.

The Scrutinizer will submit the results of the e-voting to the Managing Director and Company Secretary of the Company, after the completion of the scrutiny of the e-voting. The results of e-voting will be announced on or before Thursday, February 22, 2024 and will be displayed on the Company's website www.shaktipumps.com and will also be communicated to the National Stock Exchange of India Limited, BSE Limited and Central Depository Services (India) Limited (“ CDSL ”). The Company will also display the results of the Postal Ballot at its Registered Office.

SPECIAL BUSINESS:

Item No. 1: To approve Raising of Funds in one or more tranches, by issuance of Equity Shares and/or other eligible securities:

To consider and, if thought fit, to pass the following resolution as a Special Resolution.

“RESOLVED THAT pursuant to sections 23, 42, 62, 179 and other applicable provisions, if any, of the Companies Act, 2013 and the applicable rules made thereunder (“ the Act ”) (including the Companies (Prospectus and Allotment of Securities) Rules, 2014 and the Companies (Share Capital and Debentures) Rules, 2014), and each including any amendment(s), statutory modification(s), or re-enactment(s) thereof for the time being in force and in accordance with the provisions of the Memorandum of Association and Articles of Association of the Company, the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended (“ SEBI ICDR Regulations ”), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“ SEBI LODR Regulations ”) and the Foreign Exchange Management Act, 1999 including any amendment(s),

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statutory modification(s), variation(s) or re-enactment(s) thereof, or the rules, regulations, circulars or notifications issued thereunder, including the Foreign Exchange Management (Non-debt Instruments) Rules, 2019, the Consolidated FDI Policy issued by the Department for Promotion of Industry and Internal Trade, Ministry of Commerce and Industry, Government of India from time to time, each as amended; the listing agreements entered into by the Company with the stock exchanges where the equity shares of face value of Rs. 10/- each of the Company are listed (“Stock Exchanges”, and such equity shares, the “Equity Shares”) and any other provisions of applicable law (including all other applicable statutes, clarifications, rules, regulations, circulars, notifications, and guidelines issued by the Government of India (“GOI”), Ministry of Corporate Affairs (“MCA”), Reserve Bank of India (“RBI”), Securities and Exchange Board of India (“SEBI”), Stock Exchanges, Registrar of Companies, (“RoC”) and such other statutory / regulatory authorities), and subject to all approvals, permissions, consents, and/or sanctions as may be necessary or required from SEBI, the Stock Exchanges, RBI, MCA, GOI, RoC, or any other concerned statutory / regulatory authority, and subject to such terms, conditions, or modifications as may be prescribed or imposed while granting such approvals, permissions, consents, and/or sanctions by any of the aforesaid authorities, which may be agreed to by the board of directors of the Company (“Board”), which term shall include any committee which the Board of Directors may have constituted or may hereinafter constitute to exercise its powers, including the powers conferred by this resolution), approval of the members of the Company be and is hereby accorded to the Board to create, offer, issue and allot such number of Securities (as defined hereinafter), for cash, with or without green shoe option, by way of an issuance of any instrument or security, including equity shares or any other equity based instruments or any combination thereof (all of which are hereinafter referred to as “ Securities ”), in one or more tranches and/or one or more issuances, simultaneously or otherwise for an aggregate amount of up to and not exceeding Rs. 200.00/- crores (Rupees Two Hundred Crores Only) (inclusive of such premium to face value as may be fixed on such Securities), by way of qualified institutions placement(s) in accordance with the Chapter VI of the SEBI ICDR Regulations or any other method as may be permitted under applicable laws to the eligible investors in the course of domestic or international offerings, through issue of placement document and/or other permissible/ requisite offer documents or other permissible/requisite documents/writings/circulars/memoranda in such a manner to any eligible person, including qualified institutional buyers (as defined in Regulation (1) (ss) of the SEBI ICDR Regulations), or otherwise, foreign/ resident investors (whether institutions, banks, incorporated bodies, mutual funds, individuals, trustees, stabilizing agent or otherwise), venture capital funds, alternative investment funds, foreign portfolio investors, Indian and/or multilateral financial institutions, mutual funds, non-resident Indians, pension funds and/or any other categories of investors, who are authorised to invest in the Securities of the Company as per extant regulations/guidelines or any combination of the above, whether they being existing holders of the Securities or not (collectively referred to as the “ Investors ”), as may be decided by the Board in its absolute discretion and permitted under applicable laws and regulations, at such price or prices, at a discount or premium to market price or prices permitted under applicable laws, with authority to retain over subscription up to such percentage as may be permitted under applicable regulations and in such manner and on such

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terms and conditions, including the discretion to determine the categories of Investors to whom the offer, issue and allotment of Securities shall be made to the exclusion of others, in such manner as may be prescribed under applicable laws, and without requiring any further approval or consent from the members at the time of such issue and allotment, considering the prevailing market conditions and other relevant factors in consultation with the merchant banker(s) to be appointed by the Company so as to enable the Company to list its Securities on any stock exchange in India.

RESOLVED FURTHER THAT in the event the Company proposes to issue and allot any Securities by way of Qualified Institutions Placement ( “QIP” ) to Qualified Institutional Buyers ( “QIBs” ) in terms of Chapter VI of the SEBI ICDR Regulations (hereinafter referred to as “Eligible Securities” within the meaning of SEBI ICDR Regulations):-

I. The Eligible Securities to be so created, offered, issued, and allotted, shall be subject to the provisions of the Memorandum of Association and the Articles of Association of the Company;
II. The allotment of the Eligible Securities shall be completed within 365 days from the date of passing of the special resolution by the Shareholders or such other time as may be allowed under the Act and/ or SEBI ICDR Regulations, from time to time;
III. The Equity Shares which are proposed to be allotted through QIP or pursuant to conversion or exchange of eligible Securities being offered through QIP, have been listed on a stock exchange for a period of at least one year, calculated on a date prior to issuance of this notice to shareholders of the Company;
IV. The Equity Shares issued and allotted under the Issue or allotted upon conversion of the equity linked instruments issued in QIP shall rank pari‐passu inter se in all respects including with respect to entitlement to dividend, voting rights or otherwise with the existing Equity Shares of the Company in all respects;
V. The relevant date for determination of the floor price of the Eligible Securities to be issued shall be:
(i) In case of allotment of Equity Shares, the date of the meeting in which the Board decides to open the issue, and/or,
(ii) In case of allotment of eligible convertible Securities, either the date of the meeting in which the Board decides to open the issue of such convertible securities or the date on which the holders of such convertible securities become entitled to apply for the Equity Shares, as may be determined by the Board;
VI. The Eligible Securities (excluding warrants) shall be allotted as fully paid up;

---------------------------------------------------------------------------------------------------------------------------------------------------------SHAKTI PUMPS (INDIA) LIMITED

CIN: L29120MP1995PLC009327, Regd. Office & Works: Plot No. 401, 402 & 413, Industrial Area, Sector - III, Pithampur - 454774, Dist. Dhar (M.P.) INDIA. Tel.: +91 7292 410500, Fax: +91 7292 410645 E-mail: [email protected] , [email protected] , Web: www.shaktipumps.com

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VII. The issuance and allotment of the Securities by way of the QIP shall be made at such price that is not less than the price determined in accordance with the pricing formula provided under Chapter VI of the SEBI ICDR Regulations (“ Floor Price ”), the Act and other applicable laws, and the price determined for the QIP shall be subject to appropriate adjustments as per the provisions of the applicable laws, including SEBI ICDR Regulations. However, the Board, in consultation with the book running lead manager(s), may offer a discount of not more than 5% or such other percentage as may be permitted under applicable law on the Floor Price;
VIII. The number and/or price of the Eligible Securities or the underlying Equity Shares issued on conversion of Eligible Securities shall be appropriately adjusted for corporate actions such as rights issue, stock split or consolidation of shares, reclassification of equity shares into other securities, issue of equity shares by way of capitalisation of profit or reserves, or any such capital or corporate restructuring;
IX. In accordance with Regulation 176(3) under Chapter VI of SEBI ICDR Regulations, no partly paid-up Equity Shares or other Securities shall be issued / allotted;
X. In accordance with Regulation 179(2) under Chapter VI of SEBI ICDR Regulations, a minimum of 10% of the Eligible Securities shall be issued and allotted to Mutual Funds and if Mutual Funds do not subscribe to the aforesaid minimum percentage or part thereof, such minimum portion or part thereof, may be allotted to other QIBs;
XI. The Eligible Securities shall not be eligible to be sold by the allottee for a period of one year from the date of allotment, except on a recognized stock exchange, or except as may be permitted under the SEBI ICDR Regulations from time to time;
XII. No single allottee shall be allotted more than 50% of the issue size and the minimum number of allottees shall be in accordance with the SEBI ICDR Regulations;
XIII. The Company shall not undertake any subsequent QIP until the expiry of two weeks or such other time as may be prescribed by the SEBI, from the date of the QIP to be undertaken pursuant to the special resolution;
XIV. The tenure of the convertible or exchangeable Eligible Securities issued through the QIP shall not exceed sixty months from the date of allotment; and
XV. Application for allotment of Eligible Securities, and allotment of Eligible Securities through the QIP shall be in accordance with the criteria provided under Chapter VI of the SEBI ICDR Regulations. No allotment shall be made, either directly or indirectly, to any QIB who is a promoter, or any person related to the promoters of the Company.

RESOLVED FURTHER THAT the consent of the members of the Company, be and is hereby accorded to Board or its duly constituted committee thereof, to issue and allot such number of Equity Shares as may be required to be issued and allotted upon conversion of any Securities

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or as may be necessary in accordance with the terms of the offering. All such Equity Shares shall rank pari‐passu with the existing Equity Shares in all respects.

RESOLVED FURTHER THAT in case of offering of any Securities, including without limitation any securities convertible into equity shares, consent of the members of the Company be and is hereby accorded to the Board to issue and allot such number of equity shares as may be required to be issued and allotted upon conversion, redemption or cancellation of any such Securities referred to above in accordance with the terms of issue/ offering in respect of such Securities and such equity shares shall rank pari passu with the existing equity shares of the Company in all respects, except as may be provided otherwise under the terms of issue/ offering and in the offer document and/or placement document and/or offer letter and/or offering circular and/or listing particulars, in accordance with the applicable laws.

RESOLVED FURTHER THAT for the purpose of giving effect to this resolution, the Board or a committee thereof, in consultation with the Lead Manager(s), advisors and/or other intermediaries as may be appointed in relation to the Issue, be and is hereby authorized to do such acts, deeds, matters and take all steps as may be necessary including without limitation, the determination of the terms and conditions of the QIP including among other things, the date of opening and closing of the QIP, the class of investors to whom the Securities are to be issued, determination of the number of Securities, tranches, issue price, finalisation and approval of preliminary and final placement document(s), interest rate, listing, premium/discount, permitted under applicable law (now or hereafter), conversion of Securities, if any, redemption, allotment of Securities, listing of securities at Stock Exchange(s) and to sign and execute all deeds, documents, undertakings, agreements, papers, declarations and writings as may be required in this regard including without limitation, the private placement offer letter (along with the application form), information memorandum, disclosure documents, the preliminary placement document and the placement document, placement agreement, escrow agreement, monitoring agency agreement and any other documents as may be required, approve and finalise the bid cum application form and confirmation of allocation notes, seek any consents and approvals as may be required, provide such declarations, affidavits, certificates, consents and/or authorities as required from time to time, finalize utilisation of the proceeds of the QIP, give instructions or directions and/or settle all questions, difficulties or doubts that may arise at any stage from time to time, and give effect to such modifications, changes, variations, alterations, deletions, additions as regards the terms and conditions as may be required by the SEBI, the MCA, the book running lead manager(s), or other authorities or intermediaries involved in or concerned with the QIP or any other mode of issuance of Securities and as the Board may in its absolute discretion deem fit and proper in the best interest of the Company without being required to seek any further consent or approval of the members or otherwise, and that all or any of the powers conferred on the Board pursuant to this resolution may be exercised by the Board to the end and intent that the members shall be deemed to have given their approval thereto expressly by the authority of this resolution, and all actions taken by the Board or any committee constituted by the Board to exercise its powers, in connection with any matter(s) referred to or contemplated in any of the foregoing resolutions be and are hereby approved, ratified and confirmed in all respects.

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RESOLVED FURTHER THAT the Board or duly constituted committee thereof, be and is hereby authorized by the members of the Company to approve, finalise, execute, ratify, and/or amend/modify agreements and documents, including any power of attorney, lock up letters, and agreements in connection with the appointment of any intermediaries and/ or advisors (including for marketing, listing, trading and appointment of book running lead managers/ legal counsel/ bankers/ advisors/ registrars/ and other intermediaries as required) and to pay any fees, commission, costs, charges and other expenses in connection therewith.

RESOLVED FURTHER THAT the Board or duly constituted committee thereof is authorised by the members of the Company to seek the listing of Eligible Securities on any stock exchange(s) submitting the listing applications to such stock exchange(s) and taking all actions that maybe necessary in connection with obtaining such listing approvals (both in-principal and final listing and trading approvals), filing of requisite documents/making declarations with the MCA, RoC, RBI, SEBI and any other statutory/regulatory authority(ies), and any other deed(s), document(s), declaration(s) as may be required under the applicable laws as may be necessary to give effect to this resolution

RESOLVED FURTHER THAT the Board or duly constituted committee, thereof is authorised by the members of the Company to open one or more bank accounts in the name of the Company, as may be required, subject to requisite approvals, if any, and to give such instructions including closure thereof as may be required and deemed appropriate by the Board

RESOLVED FURTHER THAT subject to applicable law, the Board be and is hereby authorized to delegate all or any of the powers herein conferred to any Director(s), committee(s), executive(s), officer(s) or representatives(s) of the Company or to any other person to do all such acts, deeds, matters and things and also to execute such documents, writings etc., and to represent the Company before any governmental authorities, as may be necessary to give effect to this resolution.”

RESOLVED FURTHER THAT Mr. Ramesh Patidar (DIN: 00931437), Managing Director or Mr. Ravi Patidar, Company Secretary and Compliance Officer of the Company be and is hereby severally authorised to certify the true copy of this resolution and forward the same to any person or authority for their record and necessary action.”

Item No.2: To consider and approve Re‐Appointment of Mr. Keyur Bipinchandra Thaker (DIN: 08474827) as an Independent Director of the Company

To consider and, if thought fit, to pass the following resolution as a Special Resolution.

“RESOLVED THAT pursuant to the recommendation of Nomination and Remuneration Committee of the Board and Board of Directors and provisions of Sections 149, 150 and 152 read with Schedule IV and any other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) and the applicable provisions of the Securities and Exchange Board of India (Listing

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Obligations and Disclosure Requirements) Regulations 2015, (‘SEBI Listing Regulations’) and the rules made thereunder (including any statutory modification(s), clarification(s), substitution(s) or re-enactment(s) thereof for the time being in force) and any other applicable law(s), regulation(s) and guideline(s) Mr. Keyur Bipinchandra Thaker (DIN: 08474827) , who was appointed as an Independent Director of the Company by the members for a term of 5 (five) consecutive years commencing from June 11, 2019, has submitted a declaration that he meets the criteria for independence as provided in Section 149 of the Companies Act, 2013 and Regulation 16(1)(b) of SEBI Listing Regulations and in respect of whom the Company has received a notice in writing under Section 160 of the Companies Act, 2013 from a member proposing his candidature for the office of Director, being eligible for appointment, consent of the member be and is hereby accorded to re-appoint as an Independent Director of the Company not liable to retire by rotation, to hold office for the second term of 5 (five) consecutive years with effect from June 10, 2024 to June 09, 2029, on the Board of Directors of the Company.

RESOLVED FURTHER THAT Mr. Ramesh Patidar (DIN: 00931437), Managing Director or Mr. Ravi Patidar, Company Secretary and Compliance Officer of the company be and are hereby authorized to file the necessary applications, e-forms, documents with concerned statutory authorities/agencies such as the Registrar of Companies, Stock Exchanges, NSDL, CDSL, RTA, etc. in relation thereto, send intimation(s) to Stock Exchange(s) as per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and to do all such acts, deeds, matters and things as may be deemed necessary, proper or expedient for the purpose of giving effect to the above resolution and for matters connected herewith or incidental hereto.”

By order of the Board of Directors For SHAKTI PUMPS (INDIA) LIMITED

Ravi Patidar Company Secretary and Compliance Officer Membership No.: ‐ ACS32328

Place: Pithampur Date: January 18, 2024

Registered Office: Plot No. 401, 402 & 413 Sector III Industrial Area Pithampur MP 454774 IN CIN: L29120MP1995PLC009327 Email: [email protected] , website: www.shaktipumps.com, Contact: Tel: +91 07292– 410552

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NOTES:

Pursuant to Section 102 of the Companies Act 2013, setting out the facts concerning the business of resolution mentioned in this Postal Ballot Notice is annexed hereto.
The Company is pleased to provide voting by electronic means (remote e-voting) to the Members, to enable them to cast their votes electronically on the proposed resolution. The Company has engaged the services of CDSL to provide remote e-voting facility to its Members. Detailed instructions on remote e-voting form an integral part of this Notice.
The Postal Ballot Notice is being sent only by email to those members who have registered their email address with their Depository Participant(s) (“DPs”) or with RTA and whose names appear in the Register of Members/ List of Beneficial Owners as received from Depositories i.e. National Securities Depository Limited (“NSDL”) / Central Depository Services (India) Limited (“CDSL”) as on Friday, January 19, 2024 (“Cut-off date”) in accordance with the provisions of the Companies Act, 2013, read with Rules made thereunder and MCA Circulars. In accordance with the aforesaid MCA Circulars, physical copy of the Notice along with the Postal Ballot Form and pre-paid business reply envelope will not be sent to the members for this Postal Ballot. The communication of the assent or dissent of the members would take place through the process of remote e-voting only.
Members cannot exercise their vote by proxy on Postal Ballot. In case of shares held by Companies, Trust etc. the duly completed Postal Ballot Form should be accompanied by the relevant Board Resolution/Authority Letter duly certified by Authorised Signatory (ies).
In terms of Sections 108, 110 and other applicable provisions of the Companies Act, 2013, as amended, read with Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014 and in compliance with Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the “SEBI Listing Regulations”) as amended from time to time, the Company is pleased to offer remote e-voting facility to all the members of the Company. The Company has appointed CDSL for facilitating e-voting to enable the members to cast their votes electronically (hereinafter referred to as the “Remote e-voting”).
The e‐voting commences on Monday, January 22, 2024, at (09:00 A.M. IST) and ends on Tuesday, February 20, 2024 at (05:00 P.M. IST) both days inclusive. E-voting shall be disabled by CDSL at 05:00 P.M. on February 20, 2024. During this period, the Members of the Company holding equity shares either in physical form or dematerialized form, as on Friday, January 19, 2024 (“cut-off date”), may cast their vote electronically. Once the vote on a resolution is cast by the Member, the Member shall not be allowed to change it subsequently.
Resolutions, if passed by the requisite majority, shall be deemed to have been passed as if it has been passed at a General Meeting of the Members.
Relevant documents referred to in the Notice are open for inspection by the members at the registered office of the Company during normal business hours on all working days (i.e. except Sunday and public holidays) up to the last date for receiving the assent or dissent of the Members.

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Any query/ grievances relating to the postal ballot process may be addressed to the Company Secretary of the Company through email at [email protected]
The Postal Ballot Notice is also placed on the website of the company www.shaktipumps.com. The Postal Ballot Notice can also be accessed from the websites of the Stock Exchanges i.e. BSE Limited and National Stock Exchange of India Limited at www.bseindia.com and www.nseindia.com respectively
The Instructions and other information relating to e-voting are as under:
A. The way to vote electronically on CDSL e-Voting system consists of “Two Steps” which are mentioned below:
Step 1 : Access through Depositories CDSL/NSDL e‐Voting system in case of individual shareholders holding shares in demat mode.
Step 2 : Access through CDSL e‐Voting system in case of shareholders holding shares in physical mode and non‐individual shareholders in demat mode.
B. The voting period begins on Monday, January 22, 2024, at (09:00 A.M. IST) and ends on Tuesday, February 20, 2024 at (05:00 P.M. IST) During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of Friday, January 19, 2024 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

‐ Step 1 : Access through Depositories CDSL/NSDL e Voting system in case of individual shareholders holding shares in demat mode.

C. In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e-Voting facility provided by Listed Companies, Individual shareholders holding securities in demat mode are allowed to vote through their demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their demat accounts in order to access e- Voting facility.
D. Pursuant to abovesaid SEBI Circular , Login method for e-Voting for Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:

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Type of shareholders	Login Method
Individual Shareholders holding securities in Demat mode withCDSL Depository	1) Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. Option will be made available to reach e-Voting page without any further authentication. The users to login to Easi / Easiest are requested to visit CDSL websitewww.cdslindia.comand click on login icon & New System Myeasi Tab. 2) After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly. 3) If the user is not registered for Easi/Easiest, option to register is available at CDSL websitewww.cdslindia.comand click on login & New System Myeasi Tab and then click on registration option. 4) Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-VotingService Providers.
Individual Shareholders holding securities in demat mode withNSDL Depository	1) If you are already registered for NSDL IDeAS facility, please visit the e-Services website of NSDL. Open web browser by typing the following URL:https://eservices.nsdl.comeither on a Personal Computer or on a mobile. Once the home page of e-Services is launched, click on the “Beneficial Owner” icon under “Login” which is available under ‘IDeAS’ section. A new screen will open. You will have to enter your User ID and Password. After successful authentication, you will be able to see e-Voting services. Click on “Access to e-Voting” under e-Voting services and you will be able to see e-Voting page. Click on company name or e-Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period. 2) If the user is not registered for IDeAS e-Services, option to register is available athttps://eservices.nsdl.com. Select

Type of shareholders

Login Method

Individual Shareholders
holding
securities
in
Demat mode withCDSL
Depository

1) Users who have opted for CDSL Easi / Easiest facility, can login
through their existing user id and password. Option will be made
available
to
reach
e-Voting
page
without
any
further
authentication. The users to login to Easi / Easiest are requested
to visit CDSL websitewww.cdslindia.comand click on login icon
& New System Myeasi Tab.
2) After successful login the Easi / Easiest user will be able to see
the e-Voting option for eligible companies where the evoting is in
progress as per the information provided by company. On
clicking the evoting option, the user will be able to see e-Voting
page of the e-Voting service provider for casting your vote during
the remote e-Voting period or joining virtual meeting & voting
during the meeting. Additionally, there is also links provided to
access the system of all e-Voting Service Providers, so that the
user can visit the e-Voting service providers’ website directly.
3) If the user is not registered for Easi/Easiest, option to register is
available at CDSL websitewww.cdslindia.comand click on login
& New System Myeasi Tab and then click on registration option.
4) Alternatively, the user can directly access e-Voting page by
providing Demat Account Number and PAN No. from a e-Voting
link available on www.cdslindia.com home page. The system will
authenticate the user by sending OTP on registered Mobile &
Email as recorded in the Demat Account. After successful
authentication, user will be able to see the e-Voting option where
the evoting is in progress and also able to directly access the
system of all e-VotingService Providers.

Individual Shareholders
holding
securities
in
demat mode withNSDL
Depository

1) If you are already registered for NSDL IDeAS facility, please visit
the e-Services website of NSDL. Open web browser by typing the
following URL:https://eservices.nsdl.comeither on a Personal
Computer or on a mobile. Once the home page of e-Services is
launched, click on the “Beneficial Owner” icon under “Login”
which is available under ‘IDeAS’ section. A new screen will open.
You will have to enter your User ID and Password. After
successful authentication, you will be able to see e-Voting
services. Click on “Access to e-Voting” under e-Voting services
and you will be able to see e-Voting page. Click on company name
or e-Voting service provider name and you will be re-directed to
e-Voting service provider website for casting your vote during
the remote e-Voting period.
2) If the user is not registered for IDeAS e-Services, option to
register is available athttps://eservices.nsdl.com. Select

---------------------------------------------------------------------------------------------------------------------------------------------------------SHAKTI PUMPS (INDIA) LIMITED

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	3)	“Register Online for IDeAS “Portal or click at https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp Visit the e-Voting website of NSDL. Open web browser by typing the following URL:https://www.evoting.nsdl.com/either on a Personal Computer or on a mobile. Once the home page of e- Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section. A new screen will open. You will have to enter your User ID (i.e. your sixteen digit demat account number hold with NSDL), Password/OTP and a Verification Code as shown on the screen. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name or e- Voting service provider name and you will be redirected to e- Voting service provider website for casting your vote during the remote e-Voting period.
Individual Shareholders (holding securities in demat mode) login through their Depository Participants (DP)	You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. After Successful login, you will be able to see e- Voting option. Once you click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote during the remote e-Voting period.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL

Login type		Helpdesk details
Individual Shareholders holding securities in Demat mode withCDSL		Members facing any technical issue in login can contact CDSL helpdesk by sending a request at [email protected] contact at toll free no. 1800225533
Individual Shareholders holding securities in Demat mode withNSDL		Members facing any technical issue in login can contact NSDL helpdesk by sending a request [email protected] call at toll free no.: 18001020990 and 1800224430

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‐ Step 2 : Access through CDSL e Voting system in case of shareholders holding shares in physical mode and non‐individual shareholders in demat mode.

E. Login method for Remote e-Voting for Physical shareholders and shareholders other than individual holding in Demat form.
a) The shareholders should log on to the e-voting website www.evotingindia.com.
b) Click on “Shareholders” module.
c) Now enter your User ID
For CDSL: 16 digits beneficiary ID,
For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.
d) Next enter the Image Verification as displayed and Click on Login.
e) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-voting of any company, then your existing password is to be used.
f) If you are a first time user follow the steps given below:

	For Physical shareholders and other than individual shareholders holding shares in Demat.
PAN	Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)  Shareholders who have not updated their PAN with the Company/Depository Participant are requested to use the sequence number sent by Company/RTA or contact Company/RTA.
Dividend Bank Details OR Date of Birth (DOB)	Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login.  If both the details are not recorded with the depository or company, please enter the member id / folio number in the Dividend Bank details field.

g) After entering these details appropriately, click on “SUBMIT” tab.
h) Shareholders holding shares in physical form will then directly reach the Company selection screen. However, shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.
i) For shareholders holding shares in physical form, the details can be used only for e- voting on the resolutions contained in this Notice.

SHAKTI PUMPS (INDIA) LIMITED

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j) Click on the EVSN for the relevant on which you choose to vote.
k) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.
l) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.
m) After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.
n) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.
o) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.
p) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.
q) There is also an optional provision to upload BR/POA if any uploaded, which will be made available to scrutinizer for verification.
(i) Additional Facility for Non – Individual Shareholders and Custodians –For Remote Voting only.
Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on to www.evotingindia.com and register themselves in the “Corporates” module.
A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to [email protected].
After receiving the login details a Compliance User should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.
The list of accounts linked in the login will be mapped automatically & can be delink in case of any wrong mapping.
It is Mandatory that, a scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.
Alternatively Non Individual shareholders are required mandatory to send the relevant Board Resolution/ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vote, to the Scrutinizer and to the Company at the email address viz; [email protected] (designated email address by company) , if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to verify the same

---------------------------------------------------------------------------------------------------------------------------------------------------------SHAKTI PUMPS (INDIA) LIMITED

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PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES

For Physical shareholders- please provide necessary details like Folio No., Name of shareholder, scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (self-attested scanned copy of Aadhar Card) by email to Company/RTA email id.
For Demat shareholders -, Please update your email id & mobile no. with your respective Depository Participant (DP)
For Individual Demat shareholders – Please update your email id & mobile no. with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository.

If you have any queries or issues regarding e-Voting from the CDSL e-Voting System, you can write an email to [email protected] or contact at toll free no. 1800225533

All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr. Manager, (CDSL, ) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to [email protected] or call at toll free no.1800 22 55 33.

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EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013 READ WITH RULE 22 OF THE COMPANIES (MANAGEMENT AND ADMINISTRATION) RULES, 2014

The following Statement sets out all material facts relating to the Special Businesses as set out in Item No. 1 and 2 mentioned in the Notice: -

ITEM NO. 1

The Board of directors at its meeting held on Thursday, January 18, 2024 considered a capital raising proposal for the Company to meet the projected business growth, to augment the longterm resources of the Company for meeting funding requirements of its business activities, for other general corporate purposes.

In line with the above, the Company proposes to raise funds aggregating to Rs. 200.00 Crores, through the issuance of any instrument or security, including equity shares or any other equity based instruments (all of which are hereinafter referred to as “ Securities ”), in one or more tranches and/or one or more issuances simultaneously or otherwise, by way of qualified institutions placement(s) or any other method as may be permitted under applicable laws to the eligible investors through issue of placement document and/or other permissible/ requisite offer documents or other permissible/requisite documents/writings/circulars/memoranda in such a manner to any eligible person, including qualified institutional buyers (as defined in Regulation (1) (ss) of the SEBI ICDR Regulations). The proposed special resolution seeks the enabling authorisation of the members of the Company to the Board, without the need of any further approval from the members, to issue and allot Securities in accordance with applicable laws.

Accordingly, the Board, at its meeting held on Thursday, January 18, 2024, subject to the approval of the members of the Company, approved the issuance of Securities at such price and on such terms and conditions as may be deemed appropriate by the Board/its duly constituted committee at its sole and absolute discretion, taking into consideration market conditions and other relevant factors and wherever necessary, in consultation with the book running lead manager(s) and/or other advisor(s) appointed in accordance with applicable laws, and subject to regulatory approvals (as necessary). The Board (including any duly authorized committee thereof) may in their discretion adopt any one or more of the mechanisms prescribed above to meet its objectives as stated in the aforesaid paragraphs without the need for fresh approval from the shareholders of the Company.

The proceeds of the proposed Issue shall be utilized for any of the aforesaid purposes to the extent permitted by law. The Securities allotted would be listed on the BSE Limited and National Stock Exchange of India Limited ( collectively, the “Stock Exchanges” ) where the Equity Shares of the Company are listed. The issue and allotment would be subject to the availability of regulatory approvals, if any.

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In case the Issue is made through a qualified institutions placement: (a) the allotment of the Securities shall be completed within a period of 365 days from passing this resolution or such other time as may be allowed under the SEBI ICDR Regulations from time to time; and (b) the pricing of the Securities that may be issued to qualified institutional buyers pursuant to a qualified institutions placement, shall be determined by the Board, in accordance with applicable laws, which shall be subject to appropriate adjustments as per the provisions of the applicable laws, including SEBI ICDR Regulations. The aforesaid issue of Securities will be subject to receipt of requisite approvals from appropriate authorities, as may be applicable. Further, no allotment shall be made, either directly or indirectly to any QIB who is a promoter, or any person related to promoters in terms of the SEBI ICDR Regulations The resolution enables the Board to offer such discount as permitted under applicable law, on the price determined pursuant to the SEBI ICDR Regulations. The Company may, in accordance with applicable law, and in consultation with the book running lead managers offer a discount, of not more than 5% or such percentage as permitted under applicable law, on the floor price determined pursuant to the SEBI ICDR Regulations. The ‘Relevant Date’ for this purpose would be the date when the Board or a duly authorized committee of the Board decides to open the qualified institutions placement for subscription;

The special resolution also seeks to give the Board powers to issue Securities in one or more tranche or tranches, at such time or times, at such price or prices and to such person(s) including institutions, incorporated bodies, qualified institutions buyers and/or individuals or otherwise as the Board in its absolute discretion deem fit. The resolution proposed is an enabling resolution and the exact price, proportion and timing of the issue of the Securities in one or more tranches and the remaining detailed terms and conditions for the Issue will be decided by the Board/ its duly constituted committee, in accordance with the SEBI ICDR Regulations and such other applicable laws, in consultation with book running lead manager(s) and/or other advisor(s) appointed in relation to the Issue and such other authorities and agencies as may be required to be consulted by the Company, considering the prevailing market conditions and in accordance with the applicable provisions of law and other relevant factors.

Further, the Company is yet to identify the investor(s), decide the quantum of Securities to be issued to them, and proposed timeline within which the allotment will be completed. Hence, the details of the proposed allottees, percentage of their post Issue shareholding and the shareholding pattern of the Company, timeline of the completion of allotment are not provided. The proposal, therefore, seeks to confer upon the Board/ its duly constituted committee, the absolute discretion and adequate flexibility to determine the terms of the Issue, including but not limited to the identification of the proposed investors in the Issue and quantum of Securities to be issued and allotted to each such investor, in accordance with the provisions of the SEBI ICDR Regulations, the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended; the Act; the Foreign Exchange Management Act, 1999 and the regulations made thereunder, including the Foreign Exchange

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Management (Non-debt Instruments) Rules, 2019, the Consolidated FDI Policy issued by the Department for Promotion of Industry & Internal Trade, Ministry of Commerce and Industry, Government of India from time to time, each as amended; and other applicable law.

Further, Section 62(1)(a) of the Act provides, inter alia , that when it is proposed to increase the issued capital of a company by allotment of further equity shares, such further equity shares shall be offered to the existing shareholders of such company in the manner laid down therein unless the shareholders by way of a special resolution decide otherwise. Since the special resolution proposed in the business of the notice may result in the issue of Equity Shares of the Company to persons other than existing Members of the Company, approval of the shareholders is also being sought pursuant to the provisions of Section 62(1)(c) and other applicable provisions of the Act as well as applicable rules notified by the Ministry of Corporate Affairs and in terms of the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.

The Securities offered, issued, and allotted by the Company pursuant to the Issue in terms of the resolution would be subject to the provisions of the memorandum of association and articles of association of the Company and any Equity Shares that may be created, offered, issued and allotted by the Company pursuant to QIP, shall rank, in all respects, pari‐passu with the existing Equity Shares of the Company.

Change in Control : There would be no change in control pursuant to the said issue of Securities. The Securities will be offered and issued to such Investors including QIBs who are eligible to acquire such Securities in accordance with the applicable laws, rules regulations and guidelines.

The Securities shall not be eligible to be sold for a period of one year from the date of allotment, except on the recognized Stock Exchanges, or except as may be permitted under the SEBI ICDR Regulations from time to time.

The Securities allotted as above would be listed on the Stock Exchanges. As and when the Board takes a decision on matters on which it has the discretion, necessary disclosures will be made to the Stock Exchanges as may be required under the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended.

The approval of the members is being sought to enable the Board to decide on the issuance of Securities, to the extent and in the manner stated in the special resolution, without the need for any fresh approval from the members of the Company in this regard.

If the Issue is made through a QIP, the Promoters will not participate in the Issue. Further, none of the directors or key managerial personnel or promoters intend to participate or subscribe to Securities in the Issue.

---------------------------------------------------------------------------------------------------------------------------------------------------------SHAKTI PUMPS (INDIA) LIMITED

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None of the directors or key managerial personnel of the Company, or their respective relatives, is concerned or interested, financially or otherwise, except their shareholding, if any, in the Company, in the resolution of this Notice.

This Notice does not constitute an offer or invitation or solicitation of an offer of securities to the public within or outside India. Nothing in this notice constitutes an offer of securities for sale or solicitation in any jurisdiction in which such offer or solicitation is not authorized or where it is unlawful to do so.

The proposed Issue is in the interest of the Company and the Board recommends the resolution set out in this Notice for the approval of the members as a special resolution.

ITEM NO. 2

Mr. Keyur Bipinchandra Thaker (DIN: 08474827) is an Independent Director on the Board of Shakti Pumps (India) Limited. He joined the Board of Directors (the “Board”) of the Company on June 10, 2019. The term of Mr. Keyur Bipinchandra Thaker is due for completion as an Independent Director on June 10, 2024. In accordance with Section 149 (10) and (11) of the Companies Act, an Independent Director can hold office for two consecutive terms of up to five years each on the Board of a Company, subject to shareholders approving the second term by passing a special resolution.

Brief details of Mr. Keyur Bipinchandra Thaker , the nature of his expertise and experience, with other details relating to her directorship, are annexed to this Notice. The Company has received notice in writing under the provisions of Section 160 of the Companies Act, 2013, from a member proposing candidature of Mr. Keyur Bipinchandra Thaker for the office of Independent Director for a second term. The Company has received from him, his consent to act as Director of the Company along with a declaration to the effect that he meets the criteria of independence as provided in Section 149(6) of the Companies Act and Regulation 16 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) and an intimation to the effect that he is not disqualified from being appointed as a Director in terms of Section 164(2) of the Companies Act, 2013. The Nomination and Remuneration Committee (NRC) of the Board of Directors at its meeting held on January 18, 2024, on the basis of the skills, vast experience and expertise possessed by Mr. Keyur Bipinchandra Thaker , has recommended reappointment of Mr. Keyur Bipinchandra Thaker , as Independent Director for a second term. In the opinion of the Board, he fulfils the conditions for re-appointment as an Independent Director of the Company as specified in the Act and Rules thereunder, he is not debarred from holding the office of director by virtue of any SEBI order and he is independent of the management.

---------------------------------------------------------------------------------------------------------------------------------------------------------SHAKTI PUMPS (INDIA) LIMITED

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Your Directors recommend the resolution set forth in Item no. 2 for the approval of the Members. In accordance with the provisions of Section 149 read with Schedule IV to the Act and SEBI Listing Regulations, the re-appointment of Independent Directors for their second term requires approval of Members by way of a Special Resolution. Accordingly, the approval of the Members of the Company is being sought by way of a Special Resolution.

None of the other Directors, Promoters and Key Managerial Personnel of the Company and their relatives, except for Mr. Keyur Bipinchandra Thaker or his relatives, to the extent of their shareholding, if any, in the Company, are in any way concerned or interested, financially or otherwise, in the resolution. This explanatory statement along with the additional information as per Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Secretarial Standard 2 (SS-2) on General Meetings issued by the Institute of Company Secretaries of India (ICSI),

As annexed herewith may also be regarded as disclosure under the provisions of the Act and SEBI Listing Regulations.

Brief details of Mr. Keyur Bipinchandra Thaker pursuant to Regulation 36(3) of the SEBI Listing Regulations and Secretarial Standard - 2 are as follows:

Name of Director	Mr. Keyur Bipinchandra Thaker
Date of Birth	23.02.1975
Nationality	Indian
DIN	08474827
Date of re-appointment	10.06.2024
Date of First Appointment	11.06.2019
Appointed as	Independent Director
Category	Non-Executive
Qualification	PHD
Brief Profile	Currently working as Professor in finance and accounting area at Indian Institute of Management Indore. MP, India. Prof Thaker has over 27 years of cumulative work experience in corporate, consulting, academics, research and training. Academic and consulting interest areas include Performance Management and Control System, Strategic Cost Management, Bank Performance and efficiency, Project Finance and Structuring, PPP, Finance leadership and Strategy, Valuation etc. He has held important academic administrative positions such as Alumni Chair, Program Chair, and

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	Area chair. Prof Thaker have published over 80 research papers, cases, articles in the domains of finance and business in highly reputed scholarly journals, International and national conferences, books and business press. He has advised several PhD students for research work. Prof Thaker has conducted numerous leadership and management development programs and offered advisory services to many reputed corporate clients. He has worked for energy, renewable energy, banking and finance, manufacturing, retail sectors and domains such as project finance, ppp, valuation, structuring, performance management and control systems. He is advisor and mentor to business leaders, entrepreneurs and also on board of listed company as Independent director.
Nature of Expertise in Specific Functional Areas;	He has a rich experience in the field of Finance, Advisory and Leadership Development.
Skills and Capabilities required for the role and the manner in which he meets such requirements	The NRC considered the performance of Mr. Keyur Bipinchandra Thaker as a Member of the Board, also considered his educational background and rich professional experience and his valuable contribution to the Company, Board deliberations, the NRC is of the view that he fulfills the criteria of skills and capabilities required on the Board and that his continued association would be beneficial to the Company.
Terms and conditions of re- appointment	Mr. Keyur Bipinchandra Thaker will serve for a second term of 5 (Five) consecutive years commencing from June 10, 2024 to June 09, 2029.
Names of Listed Entities in which director also holds the Directorship and the Membership of Committees of the Board	None
Name of Committee(s) of Shakti Pumps(India) Limited in which director is Chairman/ Member	Chairman- Corporate Social Responsibility Committee Member- Nomination and remuneration committee Member-Stakeholders Relationship Committee
Listed Entities from which Mr. Keyur Bipinchandra Thaker has resigned as Director in past three years.	None
Number of Shares held in the	None

SHAKTI PUMPS (INDIA) LIMITED

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Company (including shareholding as a beneficial owner) Number of Board Meetings attended 6 during the year 2023-24 Remuneration Last Drawn Sitting Fees as approved by the Board of Directors Disclosure of Relationships Between Not Related to any Director or KMP Directors Inter-Se;

By order of the Board of Directors For SHAKTI PUMPS (INDIA) LIMITED

Ravi Patidar Company Secretary and Compliance Officer Membership No.: ‐ ACS 32328

Place: Pithampur Date: January 18, 2024

Registered Office:

Plot No. 401, 402 & 413 Sector III Industrial Area Pithampur (M.P.) 454774 CIN: L29120MP1995PLC009327 Email: [email protected] , website: www.shaktipumps.com, Contact: Tel: +91 07292– 410552

---------------------------------------------------------------------------------------------------------------------------------------------------------SHAKTI PUMPS (INDIA) LIMITED

AI assistant

Shakti Pumps (India) Ltd. Proxy Solicitation & Information Statement 2024

62536_rns_2024-01-20_8ad73142-fcd3-4897-84f5-98803d1d3be4.pdf

REF: ‐(ISIN‐ INE908D01010) SCRIP CODE BSE‐531431, NSE Symbol ‐SHAKTIPUMP

For Shakti Pumps (India) Limited

NOTICE OF POSTAL BALLOT

(Pursuant to Section 110 of the Companies Act, 2013 read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014)

SPECIAL BUSINESS:

Item No. 1: To approve Raising of Funds in one or more tranches, by issuance of Equity Shares and/or other eligible securities:

To consider and, if thought fit, to pass the following resolution as a Special Resolution.

NOTES:

‐ Step 1 : Access through Depositories CDSL/NSDL e Voting system in case of individual shareholders holding shares in demat mode.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL

‐ Step 2 : Access through CDSL e Voting system in case of shareholders holding shares in physical mode and non‐individual shareholders in demat mode.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES

EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013 READ WITH RULE 22 OF THE COMPANIES (MANAGEMENT AND ADMINISTRATION) RULES, 2014

ITEM NO. 1

ITEM NO. 2

SHAKTI PUMPS (INDIA) LIMITED

Registered Office:

AI assistant

Shakti Pumps (India) Ltd. — Proxy Solicitation & Information Statement 2024

62536_rns_2024-01-20_8ad73142-fcd3-4897-84f5-98803d1d3be4.pdf

REF: ‐(ISIN‐ INE908D01010) SCRIP CODE BSE‐531431, NSE Symbol ‐SHAKTIPUMP

For Shakti Pumps (India) Limited

NOTICE OF POSTAL BALLOT

(Pursuant to Section 110 of the Companies Act, 2013 read with Rule 20 and Rule 22 of the Companies (Management and Administration) Rules, 2014)

SPECIAL BUSINESS:

Item No. 1: To approve Raising of Funds in one or more tranches, by issuance of Equity Shares and/or other eligible securities:

To consider and, if thought fit, to pass the following resolution as a Special Resolution.

NOTES:

‐ Step 1 : Access through Depositories CDSL/NSDL e Voting system in case of individual shareholders holding shares in demat mode.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to login through Depository i.e. CDSL and NSDL

‐ Step 2 : Access through CDSL e Voting system in case of shareholders holding shares in physical mode and non‐individual shareholders in demat mode.

PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY/DEPOSITORIES

EXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT, 2013 READ WITH RULE 22 OF THE COMPANIES (MANAGEMENT AND ADMINISTRATION) RULES, 2014

ITEM NO. 1

ITEM NO. 2

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Shakti Pumps (India) Ltd. Proxy Solicitation & Information Statement 2024