The Board of Directors of Yuken India Limited is pleased to present its 50th Board's Report to the members of the Company for the Financial Year ended March 31, 2026. This report has been prepared in accordance with the provisions of the Companies Act, 2013 (hereinafter referred to as the "Act") and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as the "SEBI Listing Regulations"). For the purposes of this report, "Company" means Yuken India Limited, "Act" means the Companies Act, 2013, and "SEBI Listing Regulations" means the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
FINANCIAL PERFORMANCE
a) Results of Operations and State of Affairs
(Amount in lakhs)
|
Particulars
|
Consolidated
|
Standalone
|
| |
31.03. 2026
|
31.03.2025
|
31.03.2026
|
31.03.2025
|
|
Revenue from operations
|
46,217.32
|
45,735.63
|
39,729.17
|
39,246.34
|
|
Other income
|
401.15
|
373.75
|
522.44
|
446.69
|
|
Total income (I II)
|
46,618.47
|
46,109.38
|
40,251.61
|
39,693.03
|
|
EXPENSES
|
|
|
|
|
|
Cost of materials consumed
|
19,663.66
|
19,435.10
|
20,412.12
|
19,576.83
|
|
Purchases of stock-in-trade
|
1,740.53
|
2,004.05
|
1,740.53
|
2,004.05
|
|
Changes in stock of finished goods, work-in¬ progress and stock-in-trade
|
(141.68)
|
(482.65)
|
(503.31))
|
221.19
|
|
Employee benefits expense
|
6,660.99
|
6,326.96
|
5,313.19
|
5,124.53
|
|
Finance costs
|
1,076.21
|
1,039.89
|
639.62
|
711.43
|
|
Depreciation and amortisation expense
|
2,133.60
|
1,718.81
|
1,419.37
|
1,246.65
|
|
Other expenses
|
13,241.81
|
12,965.43
|
9,411.00
|
9,011.45
|
|
Total expenses
|
44,375.12
|
43,007.59
|
38,432.52
|
37,896.13
|
|
Profit before tax, share of profit/(loss) of associates
|
2,243.35
|
3,101.79
|
1,819.09
|
1,796.90
|
|
Share of profit /(loss) of associates
|
(30.96)
|
65.12
|
-
|
-
|
|
Profit before tax
|
2,212.39
|
3,166.91
|
1,819.09
|
1,796.90
|
|
Total Tax expense/(benefit)
|
773.36
|
706.75
|
483.47
|
412.90
|
|
Profit after tax from operations
|
1,439.03
|
2,460.16
|
1,335.62
|
1,384.00
|
|
Total comprehensive income for the period
|
1,400.87
|
2,357.81
|
1,290.12
|
1,289.61
|
|
Paid up equity share capital
|
1,358.40
|
1,300.00
|
1,358.40
|
1,300.00
|
|
Other equity
|
35,954.07
|
28,815.23
|
34,344.76
|
27,324.96
|
|
Earnings per equity share
|
|
|
|
|
|
I. Basic
|
10.81
|
18.94
|
9.98
|
10.65
|
|
II. Diluted
|
10.81
|
18.94
|
9.98
|
10.65
|
b) Consolidated Performance
During FY 2025-26, the Company's consolidated revenue from operations increased marginally by 1.05% to H46,217.32 lakhs from H45,735.63 lakhs in the previous year. Total income grew to H46,618.47 lakhs as against H46,109.38 lakhs in FY 2024-25.
Total expenses increased by 3.18% to H44,375.12 lakhs from H43,007.59 lakhs, primarily on account of higher employee benefit costs, depreciation and other operating expenses. Employee benefit expenses increased by 5.28% to H6,660.99 lakhs, reflecting continued investment in human resources, while depreciation and amortisation expenses increased by 24.13% to H2,133.60 lakhs due to capital expenditure undertaken during the year.
Consequently, Profit Before Tax (PBT) stood at H2,212.39 lakhs as compared to H3,166.91 lakhs in the previous year. Profit After Tax (PAT) declined to H1,439.03 lakhs from H2,460.16 lakhs in FY 2024-25. Total Comprehensive Income for the year was H1,400.87 lakhs against H2,357.81 lakhs in the previous year.
The consolidated net worth strengthened during the year, with other equity increasing to H35,954.07 lakhs from H28,815.23 lakhs. Earnings Per Share (EPS) stood at H10.81 as against H18.94 in the previous year.
c) Standalone Performance
On a standalone basis, revenue from operations increased by 1.23% to H39,729.17 lakhs from H39,246.34 lakhs in FY 2024-25. Total income stood at H40,251.61 lakhs compared to H39,693.03 lakhs in the previous year.
Total expenses increased by 1.42% to H38,432.52 lakhs from H3 7,896.13 lakhs, mainly due to higher employee costs and depreciation charges. Employee benefit expenses increased by 3.68% to H5,313.19 lakhs, while depreciation and amortisation expenses increased by 13.85% to H1,419.37 lakhs.
Profit Before Tax improved marginally to H1,819.09 lakhs as against H1,796.90 lakhs in FY 2024-25. Profit After Tax stood at H1,335.62 lakhs compared to H1,384.00 lakhs in the previous year. Total Comprehensive Income remained stable at H1,290.12 lakhs as against H1,289.61 lakhs in FY 2024-25.
The Company's standalone financial position remained strong, with other equity increasing to H34,344.76 lakhs from H27,324.96 lakhs. Earnings Per Share (EPS) stood at H9.98 compared to H10.65 in the previous year.
d) Outlook
The Company maintained stable revenue growth during FY 2025-26 despite a challenging business environment. While profitability was impacted by higher operating costs, increased employee expenses and depreciation charges arising from investments in capacity and infrastructure, the strengthening of reserves and net worth reflects the Company's continued focus on long-term growth, operational resilience and value creation for stakeholders.
e) Share capital Authorised Share capital
The Authorized share Capital of the Company is Rs. 17,00,00,000 consisting of 1,70,00,000 Equity Shares of Rs. 10/- each.
Paid Up Share Capital
During the year under review, the paid-up equity share capital of the Company increased pursuant to the allotment of 5,84,000 equity shares of face value H10 each at a premium of H1,016 per share to Yuken Kogyo Company Limited, Japan, the Promoter of the Company.
Consequently, the paid-up equity share capital of the Company has increased from 1,30,00,000 equity shares of H10 each in the previous financial year (2024-25) to 1,35,84,000 equity shares of H10 each as at the end of the financial year under review.
Details of Paid-up Share Capital:
|
Particulars
|
FY 2025-26
|
FY 2024-25
|
|
Number of Equity Shares
|
1,35,84,000
|
1,30,00,000
|
|
Face Value per Share (H)
|
10
|
10
|
|
Total Paid-up Share Capital (H)
|
13,58,40,000
|
13,00,00,000
|
f) Particulars of Loans, Guarantees and Investments made by the Company
O During the year under review, your Company has not granted any loan within the meaning of Section 186 of the Companies Act, 2013.
O During the year under review, your Company has not made any investments within the meaning of Section 186 of the Companies Act, 2013
O During the year under review, the Company has granted the Corporate Guarantees to its Subsidiary Companies and existing Guarantees are renewed. The details of Guarantees granted and outstanding as on March 31,2026, are as under.
(Amount in lakhs)
|
Sl.
No.
|
Name of the Subsidiary
|
Name of Bank
|
Current Year
|
Outstanding Balance as on March 31, 2026
|
|
1
|
Coretec Engineering India Private
|
HDFC Bank
|
Nil
|
380
|
| |
Limited
|
Sumitomo Mitsui Banking Corporation
|
Nil
|
600
|
|
2
|
Grotek Enterprises Private Limited
|
HDFC Bank
|
Nil
|
600
|
| |
|
Sumitomo Mitsui Banking Corporation
|
Nil
|
2,644
|
|
3
|
Kolben Hydraulics Limited
|
Sumitomo Mitsui Banking Corporation
|
Nil
|
200
|
|
4
|
AEPL Grotek Renewable Energy Pvt Ltd
|
Sumitomo Mitsui Banking Corporation
|
240 (Approved by Board of Directors at their meeting held on 13-08-2025)
|
1,690
|
g) Amount, if any, proposed to be transferred to reserves:
During the year under review, the Company has not transferred any money towards General Reserve, and it is not mandatorily required.
2. DIVIDEND
During the financial year 2024-25, the Company paid a final dividend of HI .50 per equity share of face value HI 0 each, pursuant to the approval of the shareholders.
For the financial year 2025-26, the Board of Directors has recommended a final dividend of H1.50 per equity share of face value H10 each, resulting in an estimated cash outflow of approximately H2.37 Crores. The proposed dividend is subject to deduction of tax at source, as applicable, and approval of the shareholders at the ensuing Annual General Meeting (AGM) of the Company.
The Dividend Distribution Policy, as required under Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is not applicable to the Company, as it does not fall within the top 1,000 listed entities based on market capitalization.
Transfer to Investor Education and Protection Fund (IEPF)
Pursuant to the provisions of Section 124 of the Companies Act, 2013 ("the Act") read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, the Company has transferred the unclaimed dividend and corresponding shares to the Investor Education and Protection Fund (IEPF) during the financial year 2025-26.
Dividend Remitted to IEPF
During the year under review, the Company transferred to the IEPF the dividend amounts which remained unclaimed or unpaid for a period of seven consecutive years, as detailed below:
|
Financial
Year
|
Nature of Dividend
|
Date of Transfer to IEPF
|
Amount (H)
|
|
2017-18
|
Final
|
October 10, 2025
|
52,028.00
|
Shares Transferred to IEPF
In accordance with the aforesaid provisions, the Company has also transferred the underlying equity shares in respect of which dividend remained unclaimed or unpaid for seven consecutive years to the IEPF:
|
Financial Year
|
Nature of Shares
|
No. of Shares
|
Date of Transfer
|
|
2017-18
|
Equity
|
35,439
|
October 28, 2025
|
3. ANNUAL RETURN:
In accordance with the Companies Act, 2013, the Annual Return in the prescribed format is available at Company's website athttps://www.yukenindia.com/annual-report- and-returns/ Section.
4. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company has prepared Consolidated Financial Statements in accordance with the provisions of Section 129 of the Companies Act, 2013, which include the financial performance
of the Company and its subsidiaries, and form part of this Annual Report.
A report on the performance and financial position of each subsidiary, along with the salient features of their financial statements in the prescribed Form AOC-1, is provided as Annexure 1 to this Report.
The Policy for determining 'Material Subsidiaries' is available on the Company's website under thehttps://www.yukenindia. com/disclosure-under-Reg-46/ section. In terms of Section 136 of the Act, the standalone financial statements of the subsidiary companies are also available on the Company's website under thehttps://www.yukenindia.com/financial- results section.
The audited financial statements of the subsidiary companies will be made available for inspection, and physical copies thereof shall be provided to the Members upon request.
The Company has following subsidiaries as on March 31,2026:
|
Grotek Enterprises Private Limited
|
Wholly Owned Subsidiary Company
|
|
Coretec Engineering India Private Limited
|
Wholly Owned Subsidiary Company
|
|
Kolben Hydraulics Limited
|
Subsidiary Company
|
|
AEPL Grotek Renewable Energy Private Limited
|
Step-down subsidiary Company (Grotek Enterprises Private Limited holding 51% of Voting power)
|
|
Sai India Limited
|
Associate Company
|
The details of financial performance of Subsidiaries and Associate Companies are furnished as under:
Rs. In Lakhs
|
Particulars
|
Grotek Enterprises Private Limited
|
Coretec Engineering India Private Limited
|
Kolben
Hydraulics
Limited
|
AEPL Grotek Renewable Energy Private Limited
|
Sai India Limited
|
|
Total Income
|
|
|
|
|
|
|
FY 2026
|
8,905.57
|
5,943.23
|
1,190.57
|
145.87
|
2,879.43
|
|
FY 2025
|
9,455.36
|
4,899.17
|
1,461.43
|
49.38
|
3,154.54
|
|
Total expenditure
|
|
|
|
|
|
|
FY 2026
|
8,120.29
|
6,100.16
|
1,324.24
|
327.17
|
2,681.81
|
|
FY 2025
|
8,417.96
|
4,881.13
|
1,511.65
|
47.88
|
2,927.57
|
|
Profit/(Loss) before interest, depreciation and tax
|
|
|
|
|
|
|
FY 2026
|
785.28
|
(156.93)
|
(133.67)
|
(181.29)
|
197.61
|
|
FY 2025
|
1,037.40
|
18.04
|
(50.22)
|
1.50
|
226.98
|
|
Profit/(Loss) after tax
|
|
|
|
|
|
|
FY 2026
|
558.54
|
(194.72)
|
(176.73)
|
(181.29)
|
152.23
|
|
FY 2025
|
740.37
|
(11.82)
|
(39.18)
|
1.50
|
160.38
|
|
Total comprehensive income for the year
|
|
|
|
|
|
|
FY 2026
|
562.10
|
(190.94)
|
(176.73)
|
(181.29)
|
145.05
|
|
FY 2025
|
734.93
|
(14.35)
|
(39.18)
|
1.50
|
159.08
|
|
Earnings per share (in Rs.)
|
|
|
|
|
|
|
FY 2026
|
11.15
|
(5.38)
|
(5.89)
|
(1.68)
|
16.91
|
|
FY 2025
|
14.78
|
(0.33)
|
(1.31)
|
0.01
|
17.82
|
5. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
The Audit Committee, at its meeting held on February 13, 2026, reviewed and accorded its approval for the related party transactions proposed to be entered into by the Company for the financial year 2026-27.
All related party transactions are placed before the Audit Committee for prior approval and are subject to quarterly review to ensure compliance with the applicable provisions of the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
During the year under review, all transactions with related parties were carried out in the ordinary course of business and on an arm's length basis, and there were no material related party transactions requiring approval of the shareholders. The Policy on determination of materiality of related party transactions was reviewed and updated by the Board at its meeting held on November 11, 2025, and is available on the Company's website under thehttps://www.yukenindia.com/ disclosure-under-Reg-46/ section.
The particulars of related party transactions, as required under Section 188(1) of the Companies Act, 2013, are disclosed in Form AOC-2, which forms part of this Report as Annexure 2.
6. CORPORATE SOCIAL RESPONSIBILITY ("CSR") INITIATIVES:
The Company has a Policy on Corporate Social Responsibility and has constituted a CSR Committee as required under the Act, for implementing the various CSR activities. Composition of the Committee and other details are provided in Corporate Governance Report. Education, Health Care, Protection of Indian Art and Culture, Animal Welfare, Rural Development, disaster management including relief etc., are the focal areas under the CSR Policy.
The Company has implemented various CSR projects directly and/ or through implementing partners and the projects undertaken by the Company are in accordance with Schedule VII of the Act. A detailed Report on CSR is enclosed as Annexure-3' forming part of this report
7. CONSERVATION OF ENERGY, RESEARCH AND DEVELOPMENT, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars relating to conservation of energy, technology absorption, research and development, foreign exchange earnings and outgo as required to be disclosed under Section 134 (3)(m) of the Act read with Rule 8(3) of the Companies
(Accounts) Rules, 2014 is given as Annexure 5 in the Board's Report.
8. INTERNAL FINANCIAL CONTROL AND ADEQUACY
The details on Internal Control Systems and their adequacy are provided in the Management's Discussion and Analysis which form part of this Report.
9. MANAGEMENT DISCUSSION AND ANALYSIS
In terms of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis Report for the year under review is presented as a separate section and forms part of this Annual Report as Annexure 6. The said Report has been reviewed by the Audit Committee.
10. CORPORATE GOVERNANCE REPORT
In terms of Regulation 34 read with Schedule V of SEBI Listing Regulations, a report on Corporate Governance along with a Compliance Certificate issued by Statutory Auditors of the Company is appended as Annexure 7 and forms an integral part of this Report (hereinafter referred to as "Corporate Governance Report").
11. DECLARATION BY INDEPENDENT DIRECTOR
All the Independent Directors of the Company have submitted the requisite declarations under Section 149(7) of the Companies Act, 2013, confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act, read with Regulation 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board is of the opinion that the Independent Directors of the Company possess the requisite integrity, expertise, and experience, and that there has been no change in the circumstances affecting their status as Independent Directors.
During the year under review, the Company did not have any pecuniary relationship or transactions with any of its Directors that could affect their independence, other than the payment of remuneration to Executive Directors and the payment of sitting fees and commission to Non-Executive Directors, along with reimbursement of expenses incurred by them for attending meetings of the Board and its Committees.
12. BOARD OF DIRECTORS
The Board of Directors comprises of a combination of Executive/Non-Executive Directors and Independent Directors who are professionals in their respective fields and bring in a wide range of skills, experience and expertise. The composition of Board is as under;
|
Sl.
No.
|
Name
|
Designation
|
|
1
|
Mr. Tadanori Okada
|
Non-Executive Non¬ Independent Director- Chairman
|
|
2
|
Mr. Yoshitake Tanaka
|
Non-Executive Non¬ Independent Director
|
|
3
|
Mr. T Parabrahman
|
Non-Executive Independent Director
|
|
4
|
Mr. K
Chandrashekhar
Sharma
|
Non-Executive Independent Director
|
|
5
|
Mrs. Indra Prem Menon
|
Non-Executive Independent Director
|
|
6
|
Mr. C P Rangachar
|
Managing Director
|
13. 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:
|
Sl.
No.
|
Name
|
Designation
|
|
1
|
Mr. C P Rangachar
|
Managing Director
|
|
2
|
Mr. H M Narasinga Rao
|
VP-Finance & Chief Financial Officer
|
|
3
|
Mr. Venkatakrishnan A
|
Chief Executive Officer
|
|
4
|
Mr. Suhas H M*
|
Company Secretary & Compliance Officer
|
|
5
|
Ms. Suchithra R*
|
Company Secretary & Compliance Officer
|
Note:
*Mr. Suhas H M has been appointed as the Company Secretary & Compliance Officer of the Company with effect from July 31,2025.
*Ms. Suchithra R resigned from the position of Company Secretary and Compliance Officer of the Company with effect from June 16, 2025.
14. SENIOR MANAGEMENT PERSONNEL
In terms of Clause 16(d) of the Listing Regulations, the Company has identified the Senior Management Personnel comprising of all the Key Managerial Personnel of the Company excluding Non-Executive and Independent Directors and includes the Chief Technology Officer, the Chief Supply Chain Officer and
the Chief Human Resource Officer. The following employees (excluding KMPs) are designated as Senior Management Personnel in accordance with the Listing Regulations:
|
Sl.
No.
|
Name
|
Designation
|
|
1
|
Mr. K Gopalkrishna
|
Executive Director - Customer Support
|
|
2
|
Mr. Rakeshkumar
|
Chief Operating Officer
|
|
3
|
Mr. Arvind Mishra
|
Head (Gear Pump Division)
|
|
4
|
Mr. K G Ravi
|
Vice president (Plant Automation)
|
|
5
|
Mr. K V Mahesh
|
Head (Marketing)
|
|
6
|
Mr. S Shekhar
|
Head (Human Resource)
|
|
7
|
Mr. Nandakumar
|
Head (Elements)
|
|
8
|
Mr. Srinivas Patil
|
Head (System)
|
15. BOARD 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.
The Board evaluated its performance after seeking inputs from all the Directors based on criteria such as the Board composition and structure, effectiveness of Board processes, flow of information and functioning, etc.
The performance of the Committees was evaluated by the Board after seeking inputs from the committee members based on criteria such as the composition of committees, effectiveness of committee meetings, etc
The above criteria are broadly based on the Guidance note on Board Evaluation issued by the Securities and Exchange Board of India.
In a separate meeting of Independent Directors held on March 16, 2026, performance of Non-Independent Directors, the Board as a whole and the Chairman of the Company was evaluated, considering the views of the Executive Directors and Non-Executive Directors.
16. POLICY ON BOARD'S APPOINTMENT
The current policy is to have an appropriate mix of Executive, Non-Executive and Independent Directors to maintain the independence of the Board and separate its functions of governance and management. The appointment of the Directors on the Board is based on the recommendation of the Nomination and Remuneration Committee and approved by the Board, subject to the approval of the Shareholders. The
appointments are in line with the statutory requirements of the Act, the Listing regulations and the Company policy.
The Details of Board and Committee composition, tenure of directors, areas of expertise and other details are available in the corporate governance report which forms part of this Annual Report.
17. POLICY ON BOARD'S REMUNERATION
The Board has approved the Remuneration Policy for Directors. The Policy lays down the parameters based on which payment of sitting fees and commission should be made to Independent Directors and Non-Executive Directors. This Policy also states the basis on which the fixed salary, benefits and perquisites, bonus / performance linked incentive, commission, retirement benefits should be given to Executive Directors.
During the year under review, no single Non-Executive Director was in receipt of annual remuneration which exceeded 50% of the total annual remuneration payable to all Non¬ Executive Directors.
18. DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:
O In the preparation of Annual Accounts, the applicable accounting standards had been followed and there were no material departures
O The Directors selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs at the end of the financial year and of the profit of the Company for that period.
O The Directors had taken proper and sufficient care, for the maintenance of adequate accounting records, in accordance with the provisions of the Companies Act 2013, for safeguarding the assets and for preventing and detecting fraud and other irregularities.
O The Directors have prepared the annual accounts on a going concern basis.
O The Directors had laid internal financial controls to be followed by the Company and that such internal financial controls are adequate and operate effectively.
O The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
19. BUSINESS INTEGRITY AND ETHICS
Integrity is one of the fundamental values of the Company. The Company communicates its Code of Business Principles internally and externally.
The Company has adopted a Code of Business Conduct and Ethics which applies to all Directors, Employees, Subsidiaries and Affiliates. The Managing Director and CEO has confirmed to the Board that the Company has adopted a Code of Conduct for its employees and Directors and has received a declaration of compliance with the Code of Conduct for the year ended March 31, 2026. The Annual declaration affirming compliance with the Code of Conduct by the Directors and Senior Management Personnel of the Company for the year ended March 31, 2026, forms part of the Corporate Governance Report.
20. RISK MANAGEMENT:
The provisions of Regulation 21 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 are not applicable to the Company. However, the Company has constituted a Risk Management Committee. Risks are identified by the respective departmental heads across the organization.
Each Strategic Business Unit (SBU) and corporate functions carry out risk assessments for the identified risks, as applicable to them. Appropriate actions are taken based on the likelihood and potential impact of such risks.
The Company has implemented various measures to mitigate risks, including strengthening data and system security by the IT department, implementing safety measures in manufacturing units to prevent accidents, installation of CCTV cameras and sirens at factory premises for employee safety, and adopting measures to mitigate risks arising from foreign exchange transactions. The Company also undertakes initiatives for the welfare of employees and other stakeholders.
21. VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The Company has adopted a Vigil Mechanism as envisaged in the Act, the Rules prescribed thereunder, and the Listing Regulations, which is implemented through the Company's Whistle-Blower Policy. The Board of Directors has adopted the updated Whistle-Blower Policy at its meeting held on February 13, 2026. The policy aims to ensure that genuine complainants can raise their concerns in full confidence, without any fear of retaliation or victimisation, and also allows for anonymous reporting of complaints. It further makes provision for direct access to the Chairman of the Audit Committee. A quarterly report on whistle-blower complaints is placed before the Audit Committee for its review. No complaints were received during the Financial Year 2026 under the Vigil Mechanism. The
Company's Whistle-Blower Policy is available on its website at the official Company website athttps://www.yukenindia. com/disclosure-under-Reg-46/.
22. SECRETARIAL COMPLIANCE
The Company has complied with the requirements of Secretarial Standards on Meetings of the Board of Directors ("SS-1") and Secretarial Standards on General Meetings ("SS-2"), issued and mandated by the Institute of Company Secretaries of India, as well as the provisions of the Companies Act, 2013 and the SEBI Listing Regulations. Further, the Company has undertaken an audit for the Financial Year 2025-26 for all applicable compliances as per SEBI Regulations and circulars/guidelines issued thereunder. The Annual Secretarial Compliance Report issued by M/s. V. Sreedharan & Associates, Peer-reviewed and Independent Secretarial Auditors, has been submitted to the Stock Exchanges.
23. DEPOSITS FROM THE PUBLIC
During the year under review, the Company has not accepted any deposits from the public. Hence, no amount on account of principal or interest on deposits from the public were outstanding as on March 31,2026.
24. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY FROM THE END OF FINANCIAL YEAR AND TILL THE DATE OF THIS REPORT:
There are no material changes and commitments, affecting the financial performance of the Company occurred between the end of the financial year of the Company to which the Financial Statements relate and the date of this Report.
25. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
The information as required under Section 197 of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in Annexure 4 to the Board's Report.
The particulars of employees drawing remuneration in excess of the limits set out in Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are available with the Company. However, in accordance with the provisions of Section 136 of the Companies Act, 2013, the Annual Report is being sent to all members of the Company excluding the said information. Any member interested in obtaining such details may submit a written request to the Company Secretary at the registered office of the Company, and the same will be provided upon request.
26. SIGNIFICANT OR MATERIAL ORDERS PASSED BY REGULATORS OR COURTS OR TRIBUNAL
There are no significant orders that have been passed by any Regulator or Court or Tribunal which can have implications on the going concern status, the Company's operations in future, there is no material litigation outstanding and there are no cases pending or filed against the Company or any liabilities attached to the Company in respect of any of the matters pertaining to securities.
27. AUDIT AND AUDITORS Statutory Auditors
Pursuant to provisions of Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, M/s. Walker Chandiok and Co., LLP, Chartered Accountants (Firm Registration No.001076N /N500013), were appointed as Statutory Auditors of the Company for a term of 5 years and to hold the office until the conclusion of the 51st (Fifty first) Annual General Meeting to be held in the year 2027.
There are no qualifications in their report for the financial year ended March 31, 2026. Further, the Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Act. The Auditor's Report is enclosed with the financial statements.
Key Audit Matter
M/s. Walker Chandiok and Co., LLP Statutory Auditors of the Company rendered an opinion regarding the fair presentation in the Financial Statements of the company's financial condition and operating results. Their audits are conducted in accordance with Indian Accounting Standards (Ind As) and include a review of the internal controls, to the extent necessary, to determine the audit procedures required to support their opinion. The Statutory Auditors of the Company have issued an Audit Report with an unmodified opinion on the Audited Financial Statements of the Company (Standalone and Consolidated) for the year ended March 31,2026.
Secretarial Auditors
In accordance with the provisions of Section 204 of the Companies Act, 2013 read with the rules made thereunder and Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has appointed M/s V. Sreedharan & Associates, Practicing Company Secretaries (Firm Registration No. P1985KR14800), to conduct the Secretarial Audit of the Company for the financial years 2025-26 to 2029-30. The appointment has been made at such remuneration, plus applicable taxes and reimbursement of out-of-pocket expenses, as may be mutually agreed between the Board and the Auditor from time to time.
Further, in compliance with Regulation 24A of the SEBI Listing Regulations, the Company's material subsidiaries, namely Grotek Enterprises Private Limited and Coretec Engineering India Private Limited, are also subject to secretarial audit requirements. Accordingly, M/s AAA & Co., Practicing Company Secretaries, have been appointed as Secretarial Auditors of the said material subsidiaries for the relevant financial periods, in accordance with applicable regulatory requirements.
The Secretarial Audit Reports issued by M/s V. Sreedharan & Associates for the Company and by M/s AAA & Co. for the material subsidiaries have been duly reviewed by the Board. The said reports do not contain any qualification or adverse remarks impacting the operations or compliance status of the Company. The Secretarial Audit Reports are annexed herewith as Annexure 8 and form an integral part of this Annual Report.
Cost Auditors
The Board, based on the recommendations of the Audit Committee has re-appointed M/s. Adarsh Sharma & Co., Cost Accountants as Cost Auditor for conducting the audit of cost records of the Company for the financial year 2025-26.
Your directors proposed to ratify the remuneration payable to them for the financial year 2026-27 at the ensuing Annual General Meeting. A resolution seeking Member's approval for remuneration payable to Cost Auditor forms part of the Notice of the Annual General Meeting of the Company and same is recommended for your consideration.
Internal Auditors
The Board based on the recommendations of the Audit Committee has appointed an independent audit firm M/s. Gnanoba & Bhat Chartered Accountants, Bengaluru, as Internal Auditors of the Company to carry out the internal audit functioning for FY 2026-27. M/s. Gnanoba & Bhat have confirmed that they are free from any disqualifications and also their independence and arm's length relationship with the Company and are a peer reviewed audit firm including its partners.
28. DISCLOSURE AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT 2013:
The Company maintains a zero-tolerance policy towards sexual harassment at the workplace and has adopted a Policy on Prevention of Sexual Harassment. No complaints were received during the financial year 2025-26.
29. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:
As part of the Familiarization Programme, Independent Directors of the Company have been made aware of the following information:
O Rules and regulations pertaining to their appointment as Independent Directors.
O Duties and responsibilities of the Independent Directors towards the Company and its stakeholders
O Code of conduct to be followed by them and
O Company's policies and procedures.
30. BUSINESS RESPONSIBILITY & SUSTAINABILITY REPORT:
Pursuant to Regulation 34(2)(f) of the SEBI Listing Regulation as amended, the requirement to furnish a Business Responsibility and Sustainability Report applies only to the top 1,000 listed entities based on market capitalisation, calculated as on 31st December of every year.
As the Company does not fall within the top 1,000 listed entities as on December 31,2025, it is not required to prepare a Business Responsibility and Sustainability Report. Accordingly, the said report has not been prepared for the financial year
2025-26.
31. FORWARD-LOOKING STATEMENTS:
This report contains forward-looking statements that involve risks and uncertainties. When used in this report, the words "anticipate", "believe", "estimate", "expect", "intend", "will" and other similar expressions as they relate to your Company and / or its business are intended to identify such forward-looking statements. Your Company undertakes no obligation to publicly update or revise any forward-looking statements, whether as a result of new information, future events, or otherwise. Actual results, performance or achievements could differ materially from those expressed or implied in such forward looking statements. This report should be read in conjunction with the financial statements included herein and notes thereto.
32. GREEN INITIATIVE
As part of this initiative, soft copies of the Annual Report and the Notice of 50th Annual General Meeting were sent to all members whose email addresses are registered with the Company/Depository Participants/Registrar and Share Transfer Agents(RTA)
Further MCA General Circular No 09/2024 dated September 19, 2024, SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/P/ CIR/2024/133 dated October 03, 2024, exempts companies from the provision of dispatching hard copies of annual report for this FY 2025-26, Accordingly, soft copies of the Annual Report 2025-26 and the Notice of the General meeting will be emailed to shareholders. However, hard copy of full annual report will be sent to those shareholders who request for the same. Members whose email id is not registered with the Company may write to csvil@vukenindia.comor einward.ris@kfintech.comfor obtaining the soft copy of the Annual Report.
33. ACKNOWLEDGEMENTS:
Your Directors place on record their sincere thanks to the Customers, bankers, business associates, consultants, Regulatory authorities, Stock Exchanges, various Government Authorities and all the stakeholders for their continued support extended to your Company's activities during the year. Your Directors also acknowledge their gratitude to the Shareholders of the Company, for their continuous support and confidence reposed on the Company. Your Directors wish to place on record their appreciation of the dedicated and untiring hard work put by the employees at all levels.
For and on behalf of the Board of Directors
Tadanori Okada C P Rangachar
Date: May 26, 2026 Chairman of the Board Managing Director
Place: Bengaluru, KA DIN: 10727075 DIN: 00310893
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