|
Dear Members,
Your Directors have pleasure in presenting this Integrated Annual Report/Annual Report
('IAR'/'AR') of Escorts Kubota Limited ('Escorts' or 'EKL' or 'Company') along with the
Company's audited financial statements (standalone and consolidated) for the Financial
Year ('FY') ended on March 31, 2026.
Financial Results
(Rs.crores)
|
Standalone |
Consolidated |
Particulars |
Year ended on March 31, 2026 |
Year ended on March 31, 2025 |
Year ended on March 31, 2026 |
Year ended on March 31, 2025 |
| Revenue from operations |
11,472.78 |
10,186.96 |
11,540.26 |
10,243.88 |
| Other income |
564.30 |
458.39 |
566.36 |
461.31 |
Total Income |
12,037.08 |
10,645.35 |
12,106.62 |
10,705.19 |
| Profit from operations before Interest, Depreciation, Exceptional |
2,077.26 |
1,636.23 |
2,062.72 |
1,625.50 |
| Items & Tax |
|
|
|
|
| Finance Cost |
18.91 |
27.03 |
20.43 |
29.17 |
| Profit from operations before Depreciation, Exceptional |
2,058.35 |
1,609.20 |
2,042.29 |
1,596.33 |
| Items & Tax |
|
|
|
|
| Depreciation & Amortisation |
252.82 |
242.61 |
255.06 |
243.65 |
Profit from operations before Tax and Exceptional Items |
1,805.53 |
1,366.59 |
1,787.23 |
1,352.68 |
| Exceptional Items |
23.53 |
(27.08) |
23.53 |
(1.67) |
| Profit before Tax from Continuing Operations |
1,829.06 |
1,339.51 |
1,810.76 |
1,351.01 |
| Tax Expense from Continuing Operations |
448.11 |
229.48 |
444.34 |
226.95 |
| Net Profit for the period from Continuing Operations |
1,380.95 |
1,110.03 |
1,366.42 |
1,124.06 |
| Net Profit for the period from Discontinued Operations |
1,027.63 |
140.89 |
1,027.63 |
140.89 |
Net Profit for the period |
2,408.58 |
1,250.92 |
2,394.05 |
1,264.95 |
Financial Performance/State of Company Affairs
The brief highlights of the Company's performance (Standalone) for the FY ended March
31, 2026 are:
| Rs.12,037.08 crores |
Total income of the Company for FY 2025-26 stood at |
Rs.12,037.08 crores (Rs.10,645.35 crores in FY 2024-25). |
| _2,077.26 crores |
Profit from operations before Interest, Depreciation, |
Exceptional Items & Tax stood at Rs.2,077.26 crores. |
| Rs.1,805.53 crores |
Profit from operations before Tax (PBT) and exceptional |
items stood at Rs.1,805.53 crores. Net profit for the period |
from continuing operations stood at Rs.1,380.95 crores. |
Our Company sold 1,33,670 tractors during the year under review as against 1,15,554
tractors sold during the last FY. The brief highlights of the Company's performance
(Consolidated) for the FY ended March 31, 2026 are:
- Total income of the Company for FY 2025-26 stood at Rs.12,106.62 crores
(Rs.10,705.19 crores in FY 2024-25)
- Profit from operations before Interest, Depreciation, Exceptional Items & Tax
stood at Rs.2,062.72 crores.
- Profit from operations before Tax (PBT) and exceptional items stood at Rs.1,787.23
crores. Net profit for the period from continuing operations stood at Rs.1,366.42 crores.
The details on the individual businesses of the Company are provided in the Management
Discussion & Analysis section in this Annual Report.
Management Discussion & Analysis ('MDA')
In terms of the provisions of Regulation 34 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (hereinafter referred as the 'SEBI Listing Regulations'),
the MDA forms an integral part of this Annual Report and provides a detailed analysis on
the performance of individual businesses and their outlook.
Dividend
During the FY 2025-26, the Board of Directors of the Company, at its meeting held on
February 10, 2026, declared a Special Dividend @ 180% per share of face value of Rs.10/-
each (i.e. Rs.18/- per share) for the FY ended March 31, 2026 and the record date
for that purpose was February 16, 2026.
Further, based on the Company's performance, your Directors are pleased to recommend,
the Final Dividend @ 330% per share of face value of Rs.10/- each (i.e. Rs.33/- per share)
for the FY ended March 31, 2026, payable on all outstanding shares after deducting
applicable tax thereon.
The said dividend payout is subject to the approval of members at the ensuing Annual
General Meeting ('AGM'). The record date for the said purpose (i.e. Final Dividend) will
be July 03, 2026.
Accordingly, the total dividend for the FY ended March 31, 2026 is 510% per share of
face value of Rs.10/- each (i.e. Rs.51 per share).
The dividend payout for the period under review has been formulated in accordance with
shareholders' aspirations and the Company's Dividend Distribution Policy to pay
sustainable dividend linked to long-term growth objectives of the Company to be met by
internal cash accruals.
The dividend distribution policy is available on the following web link at https://www.escortskubota.com/new/pdf/reg-46-sebi/24-02-2025/2024_05_09_Dividend-Distribution-Policy.pdf.
Transfer to Reserves
During the FY ended March 31, 2026, no amount (previous year: nil) was transferred to
the general reserve.
However, the movement in Reserves and Surplus during the FY ended March 31, 2026,
please refer the Statement of Changes in Equity and note 16 of standalone and note 17 of
consolidated financial statements.
Employee Stock Option Scheme
The Escorts Employees Stock Option Scheme ('ESOS') is in line with the SEBI (Share
Based Employee Benefits and Sweat Equity) Regulations, 2021 ('SEBI SBEB Regulations'). The
other details pertaining to the ESOS are provided in note 37 of the notes to accounts of
Standalone Financial Statement of the Company.
The Scheme is being implemented in accordance with the SEBI SBEB Regulations and the
resolution(s) passed by the members and there is no material change in the scheme. The
Secretarial Auditors Certificate in this regard, would be available during the AGM for
inspection by the members. The details, as required to be disclosed under the Companies
Act, 2013 (hereinafter referred as 'the Act') and/or SEBI SBEB Regulations, would be
available on weblink at https://static. escortskubota.com/new/pdf/other-documents/2026/
EKL_2026_ESOP_Disclosure_Reg_14.pdf
Change in Share Capital
During the FY 2025-26, there is no change in the share capital of the Company.
Divestment
Pursuant to the Business Transfer Agreement, executed on October 23, 2024 for
transferring the existing Railway Equipment Business Division ('RED') as going concern on
slump sale basis among and between Sona BLW Precision Forgings Limited ('Sona Comstar')
and the Company, the transaction for sale/transfer of RED Business has been closed on June
01, 2025.
Greenfield Project
With the intent to increase the production capacity of tractors, construction equipment
and other products offered by the Company, the approval of Board was sought during the
year, to purchase/acquire land in Yamuna Expressway Industrial Development Authority
(YEIDA) Industrial area, Uttar Pradesh, for setting up a Greenfield Project.
Subsequently on March 24, 2026, YEIDA has allotted approx. 154 acres of land to the
Company to set up the aforesaid project.
Utilisation of Funds
The details of utilisation of funds of Rs.1872.745 crore raised on February 18, 2022 on
a preferential basis, as on March 31, 2026, are as follows:
Original Object |
Modified Object, if any |
Original Allocation |
Modified allocation, if any |
Funds Utilised |
Amount of Deviation/ Variation for the quarter according to
applicable object |
Remarks if any |
| For expansion of its agri-machinery business of manufacturing, assembly,
sales, marketing, financing, servicing, research and development of: (a) tractors; (b)
combine harvester & rice transplanter; (c) utility vehicles; (d) turf equipment; (e)
construction machinery; (f) engines; (g) implements; |
Not Applicable |
Rs.1,855.306 crore* |
Nil |
Rs.545.219 crore |
Nil |
- |
| (h) transmission for tractors, construction equipment and implements; (i)
other farm mechanisation equipment; (j) spare parts of the items referred in (a) to (i)
above |
|
|
|
|
|
|
*Net proceeds post deduction of expenditure of Rs.17.440 crores incurred towards
preferential issue and allotment.
Directors and Key Managerial Personnel ('KMP')
In accordance with the provisions of the Act and Articles of Association of the
Company, Mr. Nobushige Ichikawa (DIN: 09570234) and Mr. Hardeep Singh (DIN: 00088096)
Directors of the Company, retire by rotation at the ensuing AGM and being eligible, offer
themselves for re-appointment.
Mr. Yasukazu Kamada (DIN: 09634701), Mr. Shingo Hanada (DIN: 10484929) and Mr. Dai
Watanabe (DIN: 08736520), Non-Executive Nominee Directors had resigned, due to their
preoccupation and other personal commitments and withdrawal of their nominations by Kubota
Corporation, effective from January 31, 2026, January 31, 2026 and October 31, 2025
respectively. Subsequently, the shareholders, on the recommendation of Nomination,
Remuneration and Compensation Committee ('NRC') and the Board vide Postal Ballot Notice
dated March 20, 2026, have approved the appointment of Mr. Hitoshi Sasaki (DIN: 11464326)
and Mr. Satoshi Suzuki (DIN: 06527098) as Non-Executive Nominee Director, liable to retire
by rotation, effective from February 10, 2026.
In compliance with the Shareholders Agreement dated November 18, 2021 executed between
'Kubota Corporation', 'the Company' and 'specified promoters' as defined therein, the
Company has received consent/waiver letter from Kubota Corporation and specified
promoters, to continue with the optimised Board size of 16 Directors.
Further, based on the recommendation of the NRC and the Board, the shareholders of the
Company through Postal
Ballot process had approved the appointment of Mr. Akira Kato (DIN: 07543672), nominee
of Kubota Corporation, as a Whole-time Director designated as "Deputy Managing
Director" of the Company, not liable to retire by rotation, effective from August 04,
2025 in place of Mr. Seiji Fukuoka (DIN: 08786470) who had resigned due to his
pre-occupation in other professional assignments and withdrawal of his nomination by
Kubota Corporation.
Mr. Manish Sharma (DIN: 06549914), Independent Director, had resigned with effect from
August 21, 2025 due to his pre-occupation and other personal commitments/
assignments.
The shareholders at the AGM held on July 16, 2025 had re-appointed Mr. Harish Narinder
Salve (DIN: 01399172) as an Independent Director for a second term of 5 years commencing
from July 16, 2025 to July 15, 2030.
The Company had received declarations from all Independent Directors of the Company
that: (a) they meet the criteria of independence as prescribed under sub-section (6) of
Section 149 of the Act and under Regulations 16 and 25 of SEBI Listing Regulations and
there has been no change in the circumstances affecting their status as Independent
Directors.
(b) they have registered their names in the Independent Directors data bank and
passed/exempt from requisite proficiency test conducted by Ministry of Corporate Affairs.
In the opinion of the Board, the Independent Directors of the Company are the persons
of integrity, expertise, have relevant experience (including proficiency) and fulfil the
conditions as per the applicable laws and are independent of the management of the
Company.
The Policy on Appointment and Removal of Director's and Members of Senior Management
and Remuneration Policy for Director's, Key Managerial Personnel, Senior Management and
other Employees are enclosed as Annexure A and Annexure B respectively and
forms an integral part of this Report.
Annual performance evaluation of the Board, its committees, individual directors
(including Independent Directors) and Chairman of the Company, pursuant to the provisions
of the Act and the Corporate Governance requirements under SEBI Listing Regulations, have
been carried out in accordance with the Policy on Appointment and Removal of Director's
and Members of Senior Management. The process followed by the Board, for evaluation of its
own performance and its committees and individual directors including Independent
Directors and Chairman of the Company, and the result of such performance evaluation are
given in Corporate Governance Report.
The Company has devised a process whereby various presentations/programmes are being
conducted to familiarise the directors with various developments at industry level, new
business initiatives, organisation strategies and policy on Business Responsibility &
Sustainability etc. The details of programme for familiarisation of Independent Directors
with the Company, their roles, rights, responsibilities in the Company, nature of industry
in which the Company operates, business model of the Company and related matters are put
up on the website of the Company at https://www.
escortskubota.com/investors/regulation-46-of-sebi. The Company recognises and embraces
the importance of a diverse board in its success. Your Company believes that a truly
diverse board will leverage differences in thought, perspective, knowledge, skill,
regional & industry experience, cultural & geographical background, age,
ethnicity, race and gender, which will help it retain its competitive advantage. The brief
resumes, rationales and justifications wherever applicable and other details relating to
the director who are proposed to be appointed/re-appointed, as required to be disclosed
under the provisions of the SEBI Listing Regulations/Secretarial Standard are given in the
Annexure to the Notice of the 80th AGM.
As on March 31, 2026, the following person(s) were the KMP of the Company, pursuant to
Section 2(51) read with Section 203 of the Act and the Rules made thereunder:-
1. Mr. Nikhil Nanda - Chairman & Managing Director
2. Mr. Akira Kato - Whole-Time Director (Designated as Deputy Managing Director)
3. Mr. Bharat Madan - Whole-Time Director & Chief Financial Officer
4. Mr. Arvind Kumar - Company Secretary & Compliance Officer
Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo
The particulars relating to conservation of energy, technology absorption, foreign
exchange earnings and outgo, as required to be disclosed under Section 134(3)(m) of the
Act read with the Companies (Accounts) Rules, 2014 are enclosed as Annexure C and
forms an integral part of this Report.
Corporate Governance
Corporate Governance is about maximising shareholders value, ethically and sustainably.
At Escorts Kubota, the goal of corporate governance is to ensure fairness for every
stakeholder. Your Company believes that strong corporate governance is critical to
enhancing and retaining investor trust and also put best endeavours to enhance long-term
shareholder value and respect minority rights in all its business decisions.
Your Company reaffirms its commitment to the good corporate governance practices and
has adopted the Code of Business Conduct which has set out the systems, processes and
policies conforming to international standards. Pursuant to Regulation 34(3) of the SEBI
Listing Regulations, Report on Corporate Governance along with a Certificate regarding
compliance of conditions of Corporate Governance from Company Secretary in Practice are
enclosed as Annexure D and forms an integral part of this Report. Further, other
governance related disclosures are available on the website of the Company at https://www.escortskubota.com/investors/
governance.
Corporate Social Responsibility ('CSR')
The key philosophy of all CSR initiatives of the Company is to make CSR a key business
process for sustainable development of society. The initiatives aim at enhancing welfare
measures of the society based on the immediate and long term social and environmental
activities and also intends to undertake other need-based initiatives in compliance with
Schedule VII of the Act.
The CSR Policy may be accessed on the Company's website at https://www.escortskubota.com/investors/governance.
During the year, the Company has spent Rs.16.72 crores out of total CSR obligation of
Rs.20.25 crore for FY 2025-26. Further, the remaining balance Rs.3.53 crore has been
deposited in a separate account in compliance of Section 135(6) of the Act, which is
attributable to ongoing projects conceived during the financial year. Further, other
details are provided in note 28 of the standalone financial statement read with Annual
Report on CSR Activities.
For constitution and other details of the CSR Committee, please refer to the Report on
Corporate Governance enclosed as Annexure D to this Report.
The Annual Report on CSR activities, which includes the salient features of the CSR
Policy and change therein, the details of projects and status of impact assessment, if
any, is enclosed as Annexure E and forms an integral part of this Report.
Consolidated Financial Statement
The Consolidated Financial Statement have been prepared in accordance with the Act and
Indian Accounting Standard (IND AS) - 110 applicable to the Consolidated Financial
Statement read with IND AS - 28 on Investments in Associates and Joint
Ventures and IND AS - 111 on Joint Arrangements, issued as per Section 133 of the Act.
The Audited Consolidated Financial Statement along with the Auditors' Report thereon are
annexed to this Annual Report.
Subsidiaries and Associate Companies
In accordance with Section 129(3) of the Act, a statement containing salient features
of the financial statements of the subsidiary(ies), associate(s) companies and joint
venture(s) in Form AOC - 1 is provided in this Report. The statement also provides details
of performance and financial position of each of the subsidiaries, associates and joint
venture(s) and their contribution to the overall performance of the Company during the
period under report. Audited financial statement(s) together with related information and
other reports of each of the subsidiary companies have also been placed on the website of
the Company at https://www.escortskubota.
com/investors/regulation-46-of-sebi/subsidiary-financial-statements.
The Consolidated Financial Statement presented by the Company include the financial
results of its subsidiaries and associate companies.
In terms of the Company's Policy on determining 'material subsidiary', during the FY
ended March 31, 2026, there is no material subsidiary of the Company whose turnover or net
worth exceeds 10% of the consolidated turnover or net worth respectively of the Company
and its subsidiary in the immediately preceding FY.
Further, during the FY 2025-26, Escorts Benefit Trust (Subsidiary) was extinguished.
Apart from this, there is no cessation of any subsidiary, joint venture or associate.
The complete list of subsidiaries, joint venture and associate companies as on March
31, 2026, in terms of the Act and/or IND- AS is provided herein below:
S. No. Name of the subsidiaries, joint venture and associate
companies |
Relationship |
% of shares/ Interest |
| 1. Escorts Crop Solutions Limited |
Subsidiary |
100% |
| 2. EKL CSR Foundation |
Subsidiary |
100% |
| 3. Escorts Kubota Finance Limited |
Subsidiary |
100% |
| 4. Farmtrac Tractors Europe Spolka Z.o.o. |
Subsidiary |
100% |
| 5. Escorts Benefit and Welfare Trust |
Subsidiary |
100%* |
| 6. Invigorated Business Consulting Limited |
Subsidiary |
67.87%** |
| 7. Adico Escorts Agri Equipments Private Limited |
Joint Venture |
40% |
| 8. Escorts Consumer Credit Limited |
Associate |
29.41% |
*Beneficial interest
** Held directly and through Escorts Benefit and Welfare Trust
The details of the above investments/disinvestment are provided in note 6 of the notes
to accounts of Standalone Financial Statement of the Company.
Downstream Investment
During the FY 2025-26, the Company has made total downstream investment of Rs.70 crores
to subscribe equity shares offered under right issue(s) by Escorts Kubota Finance Limited
('EKFL'), wholly-owned subsidiary company of the Company, in compliance with the
applicable provisions of the laws, rules and regulations. The requisite filing/intimation
has been duly completed and auditor's certificate in this regard has also been obtained.
Contracts and Arrangements with Related Parties
All contracts/arrangements/transactions entered by the Company during the FY with
related parties were in the ordinary course of business and on an arm's length basis.
During the year, the Company had not entered into any contract/arrangement/transaction
with related parties which could be considered material, except the transaction with
Kubota Corporation (holding company) which was approved by the shareholders in the last
AGM, in accordance with the Policy of the Company on the materiality of related party
transactions and dealing with related party transactions. The particulars of contracts or
arrangements, with related parties referred to in Section 188(1) of the Act, in the
prescribed Form AOC-2, is enclosed as Annexure F to this report and forms an
integral part of this Report.
The Policy on materiality of related party transactions and dealing with related party
transactions may be accessed on the Company's website at https://www.escortskubota.com/
investors/regulation-46-of-sebi.
Your Directors draw attention of the members to note 45 in the notes to accounts in the
standalone financial statement and to note 46 in the notes to accounts in the consolidated
financial statement which sets out related party disclosures.
Auditors and Auditors' Report
Statutory Auditors
Pursuant to the provisions of Section 139 of the Act read with rules thereunder, the
shareholders of the Company at the 76th AGM held on July 14, 2022 had
re-appointed M/s. Walker Chandiok & Co LLP, Chartered Accountants, New Delhi (Firm
Registration No. 001076N/N500013) as Statutory Auditors of the Company for a period of 5
years i.e. upto the conclusion of AGM to be held in the year 2027.
Pursuant to provisions of Section 143(12) of the Act, neither the Statutory Auditors
nor Secretarial Auditors nor Cost Auditors have reported any incident of fraud to the
Audit Committee or the Board during the FY under review, except that the Statutory
Auditors vide their letter dated February 14, 2026, based on the internal audit report,
informed the Audit Committee regarding the irregularities in coupon redemptions, including
bulk redemptions, and circulation of already-redeemed coupons, involving certain employees
and vendors. The Audit Committee has taken appropriate action thereon.
Cost Auditors
Pursuant to the Section 148 of the Act read with rules thereunder, the Company is
required to maintain the cost records and the said cost records are required to be
audited. The Company is maintaining all the aforesaid cost records. The Board of
Directors, on the recommendation of Audit Committee, has re-appointed M/s. Ramanath Iyer
and Co., Cost Accountants (Firm Registration No. 000019), as Cost Auditors of the Company
for conducting the audit of cost records for the FY 2026-27.
The due date of filing the Cost Audit Report for the year ended on March 31, 2025 was
September 30, 2025 and the same had been filed on August 29, 2025.
Secretarial Auditors
Pursuant to the provisions of Section 204 of the Act read with Regulation 24A of SEBI
Listing Regulations, the shareholders of the Company at the 79th AGM held on
July 16, 2025 had appointed M/s. Neelam Gupta & Associates, (Firm Registration No.
S2006DE086800), a peer reviewed firm of Practicing Company Secretaries as Secretarial
Auditors of the Company for a term of 5 consecutive years up to the conclusion of the AGM
to be held in the year 2030.
The Secretarial Audit Report of the Company as prescribed under Section 204 of the Act
is enclosed herewith as Annexure G and forms an integral part of this Report. The
comments given by the Statutory Auditors, Cost Auditors and Secretarial Auditors in their
respective report(s) for the FY ended March 31, 2026 are self-explanatory and hence, do
not call for any further explanations or comments under Section 134, 148 and 204(3) of the
Act respectively.
Secretarial Audit of Material Unlisted Indian Subsidiary
There is no material unlisted Indian subsidiary of the Company as on March 31, 2026 and
as such the requirement under Regulation 24A of the SEBI Listing Regulations regarding the
Secretarial Audit of material unlisted Indian subsidiary is not applicable to the Company
for FY 2025-26.
Risk Management
The Risk Management Committee of the Board has been entrusted with the responsibility
to assist the Board in (a) Overseeing and approving the Company's enterprise wide risk
management framework; and (b) Overseeing that all the risks that the organisation faces
such as strategic, financial, operational, sectoral, credit, market, liquidity, security,
property, information technology, sustainability, cyber security, legal, regulatory,
reputational and other risks have been identified and assessed and in the opinion of the
Board there is an adequate risk management infrastructure in place capable of addressing
and mitigating those risks.
The Company has laid down a Risk Management Policy and the same is available on the
website of the Company at https://www.escortskubota.com/investors/governance. The
details of constitution of Risk Management Committee of the Company is provided in the
Report on Corporate Governance at Annexure D of this Report.
Internal Financial Control and its Adequacy
The Board has adopted policies and procedures for ensuring the orderly and efficient
conduct of its business, including adherence to Company's policies, the safeguarding of
its assets, the prevention and detection of fraud, error reporting mechanisms, the
accuracy and completeness of the accounting records, and the timely preparation of
reliable financial disclosures.
The Company has in place adequate internal financial controls including with reference
to financial statement and for ensuring the orderly & efficient conduct of its
business. During the year, such controls were tested and no reportable material weakness
in the design or operation was observed.
Disclosures
Meetings of the Board
Six meetings of the Board of Directors were held during the year. For further details,
please refer to the Report on Corporate Governance enclosed as Annexure D to this
Report.
Audit Committee
For constitution and other details of the Audit Committee, please refer to the Report
on Corporate Governance enclosed as Annexure D to this Report.
All the recommendations made by the Audit Committee were accepted by the Board.
CSR Committee
For constitution and other details of the CSR Committee, please refer to the Report on
Corporate Governance enclosed as Annexure D to this Report.
Annual Return
The Annual Return for FY 2025-26* is available on the weblink at https://static.escortskubota.com/new/pdf/other-documents/2026/EKL_2026_Form_MGT_7.pdf.
*Ensuing AGM related information i.e. attendance etc. will be updated after AGM.
Vigil Mechanism
The Company has adopted a Whistle Blower Policy establishing vigil mechanism for
Directors and Employees to report their concerns about unethical behaviour, actual or
suspected fraud or violation of the Company's Code of Conduct. The mechanism provides for
adequate safeguards against victimisation of effected Director(s) and Employee(s). In
exceptional cases, Directors and Employees have direct access to the Chairman of the Audit
Committee. It is affirmed that no personnel of the Company has been denied access to the
Audit Committee.
The Whistle Blower Policy is available on Company's website at https://www.escortskubota.com/investors/governance.
The Board has also adopted the Anti-Bribery Policy and the same is available on Company's
website at https://www. escortskubota.com/investors/governance.
Registrar and Share Transfer Agent
The share transfer and related activities are being carried out by M/s. KFin
Technologies Limited, Registrar and Share Transfer Agent of the Company at the following
address: M/s. KFin Technologies Limited Selenium Building, Tower B, Plot No. 31-32,
Financial District, Nanakramguda, Serilingampally, Hyderabad, Rangareddy, Telangana - 500
032 Toll Free No.: 1800 309 4001; E-mail: evoting@kfintech.com
Particulars of Loans given, Investments made, Guarantees given and Securities provided
A statement regarding Loans/Guarantees given and Investments made and Securities
provided covered under the provisions of the Section 186 of the Act is made in the notes
to the financial statements.
Particulars of Employees and related disclosures
In terms of provisions of Section 197(12) of the Act read with the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing
the names and other particulars of the employees drawing remuneration in excess of the
prescribed limits are available with the Company Secretary.
In terms of the second proviso to Section 136(1) of the Act, the Annual Report
excluding the aforesaid information is being sent to the members of the Company. Any
member interested in obtaining such particulars may write to the Company Secretary of the
Company and the same will be furnished on request.
Disclosures pertaining to remuneration and other details as required under Section
197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is enclosed as Annexure H and forms an integral
part of this Report.
Deposits
The Company has not accepted/renewed any deposit (as covered under Chapter V of the
Act) during the financial year under review and as such no amount of principal or interest
was outstanding as at the end of FY 2025-26.
Investor Education and Protection Fund ('IEPF')
Pursuant to the applicable provisions of the Act, read with IEPF Authority (Accounting,
Audit, Transfer and Refund) Rules, 2016 ('the IEPF Rules'), all unpaid or unclaimed
dividends are required to be transferred by the Company to the IEPF established by the
Central Government, after the completion of seven years. Accordingly, the Company has
transferred Rs.15.81 lakhs, pertaining to unclaimed dividend, during the period under
review, to IEPF Authority.
Further, according to the IEPF rules, the shares in respect of which dividend has not
been paid or claimed by the shareholders for seven consecutive years or more shall also be
transferred to the demat account created by the IEPF Authority. Accordingly, the Company
has transferred 34,881 shares, during the period under review, to IEPF Authority. The
detailed information is available at our website at https://www.
escortskubota.com/investors/policies-and-documents. As on March 31, 2026, no unclaimed
deposits are pending which are required to be transferred to IEPF.
Credit Rating
During the FY 2025-26, CRISIL Ratings Limited revised its rating outlook on the
long-term bank facilities to 'Positive' from 'Stable' while reaffirming the rating at
'Crisil AA+', whereas the rating on short term facilities was reaffirmed as CRISIL A1+
Material Changes and Commitment affecting the financial position
There are no material changes affecting the financial position of the Company
subsequent to the closure of the FY 2025-26 till the date of this report. However, the
Company has subscribed to the Right Issue of 7,00,000 equity shares of J 100 each
amounting to J 70 crores, offered by EKFL in the month of April 2026.
Change in the Nature of Business
There has been no change in the nature of business of the Company, except as detailed
out under the para of Divestment in this report.
Prevention of Sexual Harassment
The Company has zero tolerance for sexual harassment at workplace and has adopted a
Policy on Prevention, Prohibition and Redressal of Sexual Harassment at Workplace ('POSH
Policy') in line with the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder ('POSH Act')
for prevention and redressal of complaints of sexual harassment at workplace. The Company
is committed to provide equal opportunities without regard to their race, caste, sex,
religion, colour, nationality, disability, etc. All women associates (permanent,
temporary, contractual and trainees) as well as any women visiting the Company's office
premises or women service providers are covered under this POSH Policy. All employees are
treated with dignity with a view to maintain a work environment free of sexual harassment
whether physical, verbal or psychological.
The Company has also complied with provisions relating to the constitution of Internal
Complaints Committee as per the POSH Act.
No case was filed or disposed off during the year under review and accordingly no case
is pending for more than 90 days, pursuant to POSH Act.
Maternity Benefit
During the year under review, the Company has complied with the provisions of Maternity
Benefit Act, 1961 and no complaint has been received in this regard from any employee.
Human Resources Management
Our employees are our most important assets. We are committed to hiring and retaining
the best talent being among the industry's leading employers. For this, we focus on
promoting a collaborative, transparent and participative organisation culture, and
rewarding merit and sustain high performance. Our human resources management focuses on
allowing our employees to develop their skills, grow in their career.
Secretarial Standards
The Company is in compliance with all the applicable Secretarial Standards issued by
The Institute of Company Secretaries of India.
Integrated Report
The Company has provided Integrated Report, which includes non-financial and financial
information to have a better understanding of the Company's long-term strategy. This
report also touches upon aspects such as organisation's strategy, governance framework,
performance and prospects of value creation based on six forms of capital viz. financial
capital, manufactured capital, intellectual capital, human capital, social &
relationship capital and natural capital as per International <IR> framework.
Business Responsibility and Sustainability Report ('BRSR')
Pursuant to Regulation 34 of SEBI Listing Regulations, the BRSR is mandatory for the
top 1,000 listed companies (based on market capitalisation). The BRSR seeks disclosures on
the Company's performance against the nine principles of the 'National Guidelines on
Responsible Business Conduct' (NGRBCs) and is intended towards having quantitative and
standardized disclosures on Environment, Social and Governance ('ESG') parameters.
The BRSR (including BRSR Core disclosures) for FY 2025-26 have been prepared in
accordance with SEBI Master Circular dated January 30, 2026 read with Industry Standards
on BRSR Core as prescribed by SEBI. Prescribed by SEBI is enclosed as Annexure-I and
forms an integral part of this Report. The Company has undertaken reasonable assurance on
BRSR Core indicators and limited assurance and Type 2 Moderate assurance on identified
non-financial information other than BRSR Core indicators.
Application made or any proceeding pending under the Insolvency and Bankruptcy Code
('IBC')
As on the date of the Report, no application is pending under the Insolvency and
Bankruptcy Code, 2016 and the Company did not file any application under IBC during the FY
2025-26.
Compliance by Large Corporate
Your Company does not fall under the category of large corporate, as defined by SEBI
vide its Circular No. SEBI/HO/ DDHS/DDHS- RACPOD1/P/CIR/2023/172 dated October 19, 2023,
accordingly no disclosure is required in this regard.
Disclosure of Certain Type of Agreements Binding Listed Entity
Pursuant to Regulation 30A(2) of SEBI Listing Regulations, there is no agreement
impacting the management or control of the Company or imposing any restrictions or create
any liability upon the Company except as already disclosed in the Annual Report of FY
2023-24.
Directors' Responsibility Statement
Pursuant to the requirement under Section 134(5) of the Act, with respect to Directors'
Responsibility Statement, your Directors, to the best of their knowledge and ability,
hereby confirm that: (i) in the preparation of the annual accounts for the year ended
March 31, 2026, the applicable accounting standards read with requirements set out under
Schedule III to the Act, have been followed along with proper explanation relating to
material departures; (ii) the Directors have 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 of the Company as at March 31, 2026
and of the profit of the Company for the year ended on that date; (iii) the Directors have
taken proper and sufficient care for the maintenance of adequate accounting records in
accordance with the provisions of the Act, for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities; (iv) the Directors have
prepared the annual accounts for financial year ended March 31, 2026 on a 'going concern'
basis; (v) the Directors have laid down internal financial controls to be followed by the
Company and such internal financial controls are adequate and are operating effectively;
and (vi) the Directors had devised proper systems to ensure compliance with the provisions
of all applicable laws and such systems are adequate and operating effectively.
General
Your Directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions on these items during the year under review:
1. Issue of equity shares with differential rights as to dividend, voting or otherwise.
2. Issue of shares (including sweat equity shares) to employees of the Company under
any scheme save and except ESOS referred to in this Report.
3. Neither the Managing Director nor the Whole-time Directors of the Company receive
any remuneration or commission from any of its subsidiaries/holding company, except the
following, who are drawing remuneration from the holding company: a. Mr. Seiji Fukuoka,
Whole-Time Director designated as 'Deputy Managing Director' upto August 04, 2025. b. Mr.
Akira Kato, Whole-Time Director designated as Deputy Managing Director w.e.f. August 04,
2025.
4. No significant or material orders were passed by the Regulators or Courts or
Tribunals which impact the going concern status and Company's operations in future.
However, members attention is drawn to note 31 in the notes to accounts in the standalone
financial statement and to note 33 in the notes to accounts in the consolidated financial
statement which sets out information on Commitments and Contingencies.
5. Details of difference between amount of valuation done at the time of one-time
settlement and the valuation done while taking loan from the Banks or Financial
Institutions along with the reasons thereof.
6. No political contribution was made during the year under review.
Acknowledgement
Your Directors would like to express their sincere appreciation of the positive
co-operation received from the Central Government, the Government of Haryana, Uttar
Pradesh, Maharashtra, Tamil Nadu and Karnataka, Financial Institutions and the Company's
Bankers, Customers, Dealers and all other business associates.
The Directors also wish to place on record their deep sense of appreciation for the
commitment displayed by all executives, officers, workers, employee unions and staff of
the Company resulting in the successful performance of the Company during the FY.
The Board also takes this opportunity to express its deep gratitude for the continued
co-operation and support received from its valued shareholders.
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