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Yuken India Ltd. Directors Report
Search Company 
You can view full text of the latest Director's Report for the company.
Market Cap. (Rs.) 1359.55 Cr. P/BV 3.59 Book Value (Rs.) 278.74
52 Week High/Low (Rs.) 1035/584 FV/ML 10/1 P/E(X) 93.94
Bookclosure 28/08/2026 EPS (Rs.) 10.65 Div Yield (%) 0.15
Year End :2026-03 

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 at
https://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 the
https://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 the
https://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 the
https://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 at
https://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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