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Yuken India Ltd. — Proxy Solicitation & Information Statement 2025
Jun 12, 2025
61192_rns_2025-06-12_fe02d124-60c9-48a8-a11a-9364f5e5fbf6.pdf
Proxy Solicitation & Information Statement
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YUKEN INDIA LIMITED
An ISO 9001:2015 Company
Manufacturers of Oil Hydraulic Equipment IN COLLABORATION WITH YUKEN KOGYO CO. LTD., JAPAN. CIN: L29150KA1976PLC003017
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| 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 | +91-9731610341 | Phone : | +919845191995 |
| Our Ref No: | YIL/Sec/2025 | E-mail: | [email protected] |
| Date: | 12th June2025 | Web: | www.yukenindia.com |
The General Manager, The General Manager, Listing Compliance & Legal Regulatory, Listing Compliance & Legal Regulatory, BSE Limited, National Stock Exchange of India PJ Towers, Dalal Street, Limited Mumbai-400001. Exchange Plaza, Plot no. C/1, G Block, BSE Scrip Code: 522108 Bandra-Kurla Complex, Bandra (E), Mumbai – 400051 NSE Scrip Code: YUKEN
Dear Sir/Madam,
Sub: Corrigendum to the Postal Ballot Notice dated May 28, 2025
This has reference to the Notice of the Postal Ballot dated May 28, 2025 (“Notice”) was dispatched to the Shareholders of the Company on May 28, 2025.
The Company through this corrigendum (“Corrigendum”) wishes to bring to the attention of the Shareholders, certain changes in Notice as detailed in Resolution and Explanatory Statement attached hereto. This corrigendum to the Notice shall form integral part of Notice, circulated to the shareholders of the Company. All other contents of the Notice, save and except as modified or supplemented by the Corrigendum, shall remain unchanged.
Accordingly, all the concerned Shareholders, Stock Exchange, Depositories, Registrar and Share Transfer Agents, Agencies appointed for E-Voting, other Authorities, Regulators and all other concerned persons are requested to take note of the above corrections. This corrigendum will be available on the Website of the Company and will be mailed to all the shareholders to whom the original Notice was sent.
Kindly take note of the above information.
This corrigendum of postal ballot notice will also be made available at the website of the Company at www.yukenindia.com and on the website of K-fintech at www.kfintech.com .
This is for your information & record.
FOR & ON BEHALF OF, YUKEN INDIA LIMITED
SUCHITHRA Digitally signed by SUCHITHRA RAJU RAJU Date: 2025.06.12 16:02:28 +05'30'
SUCHITHRA R
COMPANY SECRETARY & COMPLIANCE OFFICER
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CIN: L29150KA1976PLC003017
Registered Office : No. 16-C, Doddanekundi Industrial Area II Phase, Mahadevapura, Bangalore-560048, Karnataka; Contact : +91 9731610341 Email : [email protected]; Website: www.yukenindia.com
CORRIGENDUM TO THE POSTAL BALLOT NOTICE
The Notice of the Postal Ballot dated May 28, 2025 (“ Notice ”) was dispatched to the Shareholders of the Company in due compliance with the provisions of the Companies Act, 2013, and rules made thereunder, read with circulars issued by Ministry of Corporate Affairs and Securities Exchange Board of India and all other applicable provisions. Capitalized words and expressions used but not defined herein shall have the same meaning as assigned to them in the Notice.
Members are aware that the Company is offering remote e-voting facility to its shareholders on all the resolutions proposed to be transacted in the Notice. However, to enable the Shareholders to exercise their voting rights through remote e-voting facility, the Company deems it appropriate to bring the latest factual position, as mentioned below to the notice of the Members of the Company through this corrigendum to the Notice (“ Corrigendum ”).
Subsequent to the issuance of the Notice, the Company found errors/ missing information under Item no. 2 in the Resolution and the Explanatory Statement pursuant to Section 102 and other relevant applicable provisions of the Companies Act, 2013 related to “ to Create, Offer, Issue and Allot Equity Shares on Preferential Basis ” contained in the Notice. Accordingly, this corrigendum is being issued to the members of the Company. This corrigendum shall form an integral part of and should be read in conjunction with the Notice.
Below are the modifications:
1. The following information disclosed in the table of the Resolution 2 to the Notice shall stand modified in the manner indicated below:
Under Name, PAN, Category and Address of the Proposed Allottee: PAN: AAACY2897C
2. The following information disclosed in the table under Point (a) of the Explanatory Statement point 2 to the Notice shall stand modified in the manner indicated below:
Under Name, PAN, Category and Address of the Proposed Allottee: PAN: AAACY2897C
3. The following information disclosed under Point (d) of the Explanatory Statement point 2 to the Notice shall stand modified in the manner indicated below:
The pricing of equity shares of the Company for the purpose of preferential allotment is in accordance with the Chapter V of SEBI ICDR Regulations. The Floor Price is determined in accordance with the higher of the floor price computed under Regulation 164(1) of SEBI ICDR Regulations.
The Equity Shares of the Company are listed on BSE Limited (“ BSE ”) and National Stock Exchange of India Limited (“ NSE ”) (together referred to as the “Stock Exchanges”). The equity shares are frequently traded on NSE in terms of the SEBI ICDR Regulations. NSE, being the stock exchange with higher trading volumes during the 90 trading days preceding the Relevant Date, has been considered for determining the floor price in accordance with the SEBI ICDR Regulations.
In terms of Regulation 164(1) of the SEBI ICDR Regulations, the floor price at which the Equity Shares shall be issued and allotted shall not be less than higher of the following:
• Volume weighted average price of the equity shares of the Company quoted on NSE, during the 90 trading days preceding the Relevant Date i.e. 853.00; or
• Volume weighted average price of the equity shares of the Company quoted on NSE, during the 10 trading days preceding the Relevant Date i.e. 1,025.32.
Pursuant to the above in terms of Regulation 164(1) of the SEBI ICDR Regulations, the minimum price at which the equity shares may be issued computes to ₹ 1,025.32 per share.
Articles of Association of the Company do not provide for any particular method of determination which results in a floor price higher than that determined under Regulation 164(1) of SEBI ICDR Regulations.
Valuation Report from Independent Registered Valuer is not applicable as per Chapter V of SEBI ICDR Regulations. However, the Company has voluntarily opted for the Valuation Report from the Independent Registered Valuer for determining the price as a good practice. Hence, Valuation is done by only considering Market approach and the Valuer has not considered Asset approach and Income approach. The price determined through Valuation Report of Mr. Ramgopal Krishnamurthy, an Independent Registered Valuer, ((IBBI) Reg No. [IBBI/RV/11/2021/14382) and Chartered Accountant with ICAI M. No. 026091and address - 303, B-7, L&T South City Arekere Mico Layout Bangalore- 560076) i.e., ₹ 1,025.32/- each. The said report is available on the website of the Company at https://www.yukenindia.com/wp-content/uploads/2025/05/YUKEN-FINAL- 28.5.25_Valuation report.pdf
In view of the above, the Issue Price of the Equity Shares to be allotted on preferential basis is ₹1,026 per share which is not less than the Floor Price determined in accordance with Chapter V of the SEBI ICDR Regulations.
4. The following information disclosed under “ Annexure I ” of the Explanatory Statement point 2 to the Notice shall stand modified in the manner indicated below:
“ Post-Issue ” Shareholding of under “ Sub-total (A) ”:
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“No. of Shares held” : 78,84,208
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“ % of Shareholding ”: 58.04%
“ Post-Issue ” Shareholding under “ GRAND TOTAL ”:
- “No. of Share held” : 1,35,84,000
Shareholder of the Company kindly note that the Company shall open a window of two days from June 13, 2025 to June 14, 2025, only for the Members of the Company who have already voted on the Resolution no. 2 i.e., “ To Create, Offer, Issue and Allot Equity Shares on Preferential Basis” for their grievances by email to the Company on [email protected].
On and from the date hereof, the Postal Ballot Notice shall always be read in conjunction with this Corrigendum. This Corrigendum is also being uploaded on the website of the Company at www.yukenindia.com, on the website of National Securities Depository Services Limited at www.evoting.nsdl.com and on the website of the Stock Exchanges where the shares of the Company are listed (www.bseindia.com and www.nseindia.com).
All other contents of the Postal Ballot Notice, save and except as modified or supplemented by this Corrigendum, shall remain unchanged.
Place: Bangalore By Order of the Board of Directors Date: June 12, 2025 For Yuken India Limited CIN: L29150KA1976PLC003017 Sd/REGISTERED OFFICE: Suchithra R No. 16-C, Doddanekundi Industrial Area Company Secretary & Compliance Officer II Phase, Mahadevapura, Bangalore560048, Karnataka ACS: 70262