Yuken India Ltd. — Capital/Financing Update 2021

Apr 15, 2021

o'� -· ...,, _ ·r YUKEN INDIA LIMITED � .-�� .. '([�v ] Hydraulics . An ISO 9001 :2015 Company Manufacturers of Oil Hydraulic Equipment Depend, cm,...., IN COLLABORATION WITH YUKEN KOGYO CO. LTD., JAPAN. ' CIN: L29150KA 1976PLC003017 [ No. 16-C, Doddanekundi PB No. 5, Regd. Office: Industrial Area II Phase, Factory: Koppathimmanahalli Village, Mahadevapura, Malur-Hosur Main Road, Malur Bengaluru - 560 048. Taluk, Kolar District - 563 130. Phone +91- 9 731 6 l 034 l Phone : +91 9845191995 Our Ref No: YIL/Sec/2021 E-mail: hmn_rao@yukenindia.com Date: 15/04/2021 Web: www.yukenindia.com

To,

The General Manager, Listing Compliance & Legal Regulatory, BSE Limited, P J Towers, Dalal Street, Mumbai-40000 l .

BSE Script Code: 522108

Dear Sir,

Sub: Outcome of Board Meeting of the Company held on 15[1h ] April, 2021.

This is to inform you that the Board Meeting of the Company was held on Thursday, 15[th ] April. 2021 at l 0.00 AM, through video conferencing mode. The Board of Directors considered and approved the draft Scheme of Amalgamation ("Scheme") of M/s. Yuflow Engineering Private Limited (Wholly owned Subsidiary) with M/s. Yuken India Limited and their respective Shareholders & Creditors, subject to sanction of the Scheme by the jurisdictional National Company Law Tribunal under the provisions of Section 230 to 232 of the Companies Act, 2013 ..

In terms of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. CIR/CFD/CMD/4/2015 dated September 09, 2015, as amended, we are furnishing herewith the details of the Scheme as Annexure l.

This is for your kind information and record.

The Meeting concluded at l 0.30 AM.

Thanking you,

Yours faithfully, For Yuken India Limited

ANNEXUREI

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 Disclosure of events as per Regulation 30(2) read with Part A of Part A of Schedule Ill

2 3 Name of the entity(ies) forming part of the amalgamation/merger, details in brief such as, size, turnover etc.; Whether the transaction would fall within related party transactions? If yes, whether the same is done at "arm's length Area of business of the entity(ies); 4 Rationale for amalgamation/ merger	Yuflow Engineering Private Limited ("Transferor Company") Particulars Total Assets Net worth Turnover As on 31.03.2020 Amountinlakhs 130.60 1488.121 11.34 Yuken India Limited ("Transferee Company"). (Standalone) Particulars As on 31.03.2020 Amount in lakhs Total Assets 37,506.50 Net worth 18,234.57 Turnover 20,374.65 The Scheme proposes the Amalgamation between Yuflow Engineering Private Limited and Yuken India Limited. Yuflow Engineering Private Limited is wholly owned subsidiary of Yuken India Limited. Vide General Circular No.30/2014, the Ministry of Corporate Affairs, has clarified that transactions arising out of Compromises, Arrangements and Amalgamations will not attract the reauirements of Section 188 of the Companies Act, 2013. Yuflow Engineering Private Limited The Company is engaged in the business of designers, manufacturers, assemblers, importers and exporters, buyers and sellers of various hydraulics Cylinders, hydraulic and fluid powered motors, pumps, control valves, winches, gear boxes and other related industrial fluid power, electrical, electronic and mechanical engineering products, equipments, spare parts and accessories. Yuken India Limited: The is engaged in the business of design, manufacture, sale and servicing of hydraulic equipment like pumps, valves, power packs, machinery, components and accessories for various applications. The Boards of the Transferor Company and the Transferee Company discussed and deliberated upon the Companies' business profiles and concluded that as the business of the Companies is similar and compliments each other, it is in the best interest of the Companies to amalgamate the Transferor Company with its parent company i.e. the Transferee Company which would_inter alia_provide the following benefits to the stakeholders of the said Companies: a. Improve organizational capability and leadership, arising from the pooling of human capital that has the diverse skills, talent and vast experience to compete successfully in an increasingly competitive industry. b. Greater integration, consolidation of business operations and greater financial strength & flexibility for the Transferee Company, which would result in maximizing overall shareholder value, and will improve the competitive position of the combined entity. c. Greater efficiency in cash management of the Transferee Company, and unfettered access to cash flow generated by the combined business which can be deployed more efficientlyto fund organic and inorganic	Yuflow Engineering Private Limited ("Transferor Company") Particulars Total Assets Net worth Turnover As on 31.03.2020 Amountinlakhs 130.60 1488.121 11.34 Yuken India Limited ("Transferee Company"). (Standalone) Particulars As on 31.03.2020 Amount in lakhs Total Assets 37,506.50 Net worth 18,234.57 Turnover 20,374.65 The Scheme proposes the Amalgamation between Yuflow Engineering Private Limited and Yuken India Limited. Yuflow Engineering Private Limited is wholly owned subsidiary of Yuken India Limited. Vide General Circular No.30/2014, the Ministry of Corporate Affairs, has clarified that transactions arising out of Compromises, Arrangements and Amalgamations will not attract the reauirements of Section 188 of the Companies Act, 2013. Yuflow Engineering Private Limited The Company is engaged in the business of designers, manufacturers, assemblers, importers and exporters, buyers and sellers of various hydraulics Cylinders, hydraulic and fluid powered motors, pumps, control valves, winches, gear boxes and other related industrial fluid power, electrical, electronic and mechanical engineering products, equipments, spare parts and accessories. Yuken India Limited: The is engaged in the business of design, manufacture, sale and servicing of hydraulic equipment like pumps, valves, power packs, machinery, components and accessories for various applications. The Boards of the Transferor Company and the Transferee Company discussed and deliberated upon the Companies' business profiles and concluded that as the business of the Companies is similar and compliments each other, it is in the best interest of the Companies to amalgamate the Transferor Company with its parent company i.e. the Transferee Company which would_inter alia_provide the following benefits to the stakeholders of the said Companies: a. Improve organizational capability and leadership, arising from the pooling of human capital that has the diverse skills, talent and vast experience to compete successfully in an increasingly competitive industry. b. Greater integration, consolidation of business operations and greater financial strength & flexibility for the Transferee Company, which would result in maximizing overall shareholder value, and will improve the competitive position of the combined entity. c. Greater efficiency in cash management of the Transferee Company, and unfettered access to cash flow generated by the combined business which can be deployed more efficientlyto fund organic and inorganic

growth opportunities, to maximize shareholder value.

• d. Simplification of the group structure.

• e. Cost savings are expected to flow from more focused operational efforts, rationalization, standardization and simplification of business processes, greater synergy between the products and services of the two companies and the elimination of duplication, and rationalization of administrative expenses.

f. Optimal utilisation of resources and better administration and reduction of cost. g. Achieving economies of scale: ✓ Operations: through more focused operational efforts, standardization and simplification of business processes; ✓ Administration: elimination of duplication, rationalization and better. 5 In case of cash Not Applicable consideration - amount or otherwise share exchan e ratio 6 Brief details of change Yuflow Engineering Private Limited: in shareholding pattern (if any)of listed entity Auth _ oris_ ed_Ca�·1tal _[A][m][o] _[unt ] ([Rs] . Equity Share Capital 2,00,00,000/20,00,000 e uit shares of Rs. l 0/- Issued, Subscribed & Paid-up Ca ital 20,00,000 equity shares of Rs. l 0/2,00,00,000/full aid u Yuken India Limited: Pre- Merger Authorised Caoital Amount (Rs.) Equity Share Capital 15,00,00,000/1,50,00,000 equity shares of Rs. l 0/- each Issued, Subscribed & Paid-up Capital 1,20,00,000 equity shares of Rs. l 0/- each 12,00,00,000/fully paid up Yuken India Limited: Post- Merger Authorised Capital Amount (Rs.) Equity Share Capital 17,00,00,000/1,70,00,000 equity shores of Rs. l 0/- each Issued, Subscribed & Paid-up Capital 1,20,00,000 equity shares of Rs. l 0/- each 12,00,00,000/fully paid up

==> picture [89 x 87] intentionally omitted <==

The Yuflow Engineering Private Limited is a wholly owned subsidiary of Yuken India Limited. Accordingly, upon the Scheme becoming effective, no consideration shall be payable pursuant to the amalgamation of the Transferor Company into the Transferee Company and the investments in the shares of the Transferor Company, appearing in the books of the Transferee Company stand cancelled without any further act, application or deed. The authorized share capital of the Transferor Company shall stand combined with the authorized share ca ital of the Transferee Com.�a_n�y ~~_~~ _ -----�