ZF Commercial Vehicle Control System India Ltd Directors Report

BOARDS REPORT

TO THE SHAREHOLDERS

The Directors have pleasure in presenting the 3^rd Integrated Annual Report of ZF Commercial Vehicle Control Systems India Limited (the Company) together with the Audited Financial Statements (standalone & consolidated) and Auditors Report thereon for the financial year ended March 31, 2026.

1. FINANCIAL HIGHLIGHTS

				(INR in lakhs)
Particulars	Standalone		Consolidated
	Year ended March 31,2026	Year ended March 31,2025	Year ended March 31,2026	Year ended March 31,2025
Revenue from Operations	4,05,547.93	3,80,408.92	4,11,894.25	3,83,096.25
Other Income	18,583.44	10,974.90	18,318.96	10,819.72
Total Income	4,24,131.37	3,91,383.82	4,30,213.21	3,93,915.97
Profit before interest depreciation and tax	81,517.00	73,520.17	83,025.80	73,927.53
Finance Costs	528.78	570.47	534.18	570.47
Depreciation & Amortisation	12,961.37	12,270.06	13,179.78	12,425.23
Profit before tax	68,026.85	60,679.64	69,311.84	60,931.83
Provision for taxation (including deferred tax and tax relating to earlier years)	17,359.30	14,813.82	17,597.07	14,858.83
Profit after tax	50,667.55	45,865.82	51,714.77	46,073.00
Other Comprehensive Income/(Loss) for the year net of tax	(506.92)	(426.22)	(506.92)	(426.22)
Total Comprehensive Income for the year Net of Tax	50,160.63	45,439.60	51,207.85	45,646.78

2. DIVIDEND

Based on the Companys performance, the Board of Directors has recommended a dividend of INR 4/- per equity share for the year ended March 31, 2026. The dividend on equity shares if approved by the members would involve a dividend payout ratio post Bonus issue of 8.98% of the standalone profits of the Company.

The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") is available on the Companys website at ZF CV India Investor Relations

Transfer of Unclaimed Dividend to IEPF:

Dividends that are unclaimed/unpaid for a period of seven years are required to be transferred to the Investor Education and Protection Fund ("IEPF") administered by the Central Government, as per Companies Act 2013 ("the Act"). An amount of INR 4,58,672 /- (Rupees Four Lakhs Fifty-Eight Thousand Six Hundred and Seventy Two only) being unclaimed Final dividend of the Company for the financial year ended March 31, 2018 was transferred in September, 2025 to IEPF.

Transfer to reserves

The Standalone closing balance of the retained earnings of the Company for financial year 2025-26, after all appropriation and adjustments was INR 3419.07 crores.

The Board of Directors has decided to retain the entire amount of profit for the FY 2025-26 in the retained earnings.

Bonus Issue

The Board of Directors at their meeting held on May 13, 2026, have recommended Issue of Bonus equity shares in the ratio 5:1 i.e. 5 (five) equity shares of Rs. 5/- each for every 1 (One) fully paid-up equity share of Rs. 5/- each held by the shareholders as on record date i.e., June 24, 2026, subject to the approval of members through Postal Ballot thereby capitalizing a sum not exceeding Rs. 47,41,89,600 out of general reserves of the Company, as may be considered appropriate.

3. PERFORMANCE

During the year 2025-26, the Company achieved a total income of INR 4,241 crores as against INR 3,914 crores in the previous year. The profit before tax was INR 680 crores as against INR 607 crores in the previous year and the Profit after tax was INR 507 crores as against INR 459 crores in the previous year. There has been no change in the nature of business of the Company during the financial year ended March 31, 2026.

4. CAPITAL EXPENDITURE

Capital expenditure of INR 123.64 crores was incurred during FY 2025-26 as against the planned estimate of INR 190 crores. The unspent capex of INR 35.1 crores is expected to be utilised in the FY 2026-27, primarily due to projects that were scheduled for completion within FY 2025-26, was deferred to FY 2026-27.

Capital Expenditure of INR 185.32 crores is planned for FY 2026-27.

5. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

As on March 31, 2026 and as on the date of the report, the Company has 8 (eight) Directors with the combination of 1 (one) Executive and 7 (Seven) Non-Executive Directors including 2 (two) Women Independent Directors. Out of 7 (seven) Non-Executive Directors, 4 (four) are Independent Directors.

Appointment and re-appointment of Directors and KMP

During the year, the following appointment and reappointment of Directors and KMP were made:

• Appointment of Mr. Paramjit Singh Chadha (DIN 06972549) as Managing Director of the Company with effect from July 01, 2025 to December 31, 2027.

• Re-appointment of Mr. Mahesh Chhabria (DIN 00166049) as an Independent Director of the Company for a second term of five consecutive years from May 16, 2025 to May 15, 2030.

• Appointment of Dr. Lars Orlik (DIN: 10390472) as Non-Executive and Non-Independent Director with effect from August 21, 2025, liable to retire by rotation.

• Appointment of Mr. Ivan Brajdic (DIN: 1 1347495) as an Additional Director (Non-Executive and Non-Independent) with effect from November 5, 2025 and later designated as a Director (NonExecutive and Non-Independent), liable to retire by rotation, subsequent to shareholders approval on December 18, 2025.

• Appointment of Ms. C V Kavviya as Compliance Officer (Designated as KMP) with effect from. March 25, 2026.

The Board of Directors, based on the recommendation of the Nomination and Remuneration Committee, appointed Ms. Claudia Christina Jehle (DIN: 1 1680809) as an Additional Director in the capacity of a Non-Executive Director, effective from May 4, 2026. The Company has received a notice in writing from a member under Section 160 of the Act, proposing her candidature for the office of Director. Accordingly, a proposal for the appointment of Ms. Claudia Christina Jehle as a Director, liable to retire by rotation, is included in the Notice of the ensuing AGM for the consideration and approval of the shareholders.

Cessation of Directors and KMP

• Mr. P Kaniappan (DIN 02696192) retired from position of Managing Director of the Company, effective from the close of business hours of June 30, 2025.

• Mr. Philippe Colpron (DIN 08344534), NonExecutive and Non-Independent Director, retired at the 21^st AGM held on August 20, 2025, having opted not to offer himself for re-appointment.

• Dr. Christian Oliver Brenneke (DIN: 08344547) resigned as a Non-Executive and NonIndependent, Director, effective from the close of business hours on November 4, 2025.

• Ms. Muthulakshmi resigned as Company Secretary and Compliance officer, effective from the close of business hours on March 24, 2026.

• Dr. Lars Orlik (DIN: 10390472) resigned as a Non-Executive and Non-Independent Director, effective from the close of business hours on April 30, 2026.

The Board placed on record its appreciation for their significant contributions made by these Directors and KMP during their tenure.

Retirement by rotation

In accordance with Article 127 of the Companys Articles of Association, read with Section 152 of the Act, Mr. Akash Passey, (DIN 01 198068) Non-Executive Non-Independent Director retires by rotation at the ensuing Annual General Meeting (AGM) and, being eligible, offers himself for re-election. A resolution seeking Shareholders approval for his re-appointment along with other required details forms part of the Notice of upcoming AGM.

Independent Directors

In terms of Section 149 of the Companies Act, 2013 (the Act) and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations), Mr. Mahesh Chhabria, Ms. Amrita Verma Chowdhury, Ms. Rashmi Urdhwareshe and Mr. Neeraj Sagar are Independent Directors of the Company as on March 31, 2026 and as on date of the report.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfil the conditions specified in the applicable laws and are independent of the management of the Company.

All Independent Directors of the Company have given requisite declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act along with Rules framed thereunder, Regulation 16(1)(b) of SEBI Listing Regulations and have complied with the Code of Conduct of the Company as applicable to the Board of Directors and Senior Management.

During the year under review, Independent Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses, if any, paid to them.

In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. The Company has received confirmation from all the Independent Directors about their registration on the Independent Directors Database maintained by the Indian Institute of Corporate Affairs, in terms of Section 150 of the Act, read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

A separate meeting of Independent Directors was held during the year as per the provisions of the Companies Act and SEBI Listing Regulations.

Key Managerial Personnel (KMP)

Pursuant to the provisions of 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 for the FY 2025-26 are as follows: -

Mr. Paramjit Singh Chadha - Managing Director (appointed w.e.f July 1, 2025)

Mr. P Kaniappan - Managing Director (upto close of business hours of June 30, 2025)

Ms. Sweta Agarwal - Chief Financial Officer

Ms. Muthulakshmi M - Company Secretary (upto close of business hours of March 24, 2026)

Ms. C V Kavviya - Compliance Officer (appointed w.e.f. March 25, 2026 & designated as KMP)

6. AUDIT COMMITTEE AND AUDITORS

6.1 Audit Committee

The details pertaining to the composition of the Audit Committee are included in the Corporate Governance Report, which is a part of this report.

6.2 Statutory Auditor

M/s. B S R & Co. LLP, Chartered Accountants, holding firm Registration No 101248W/W-100022 have been re-appointed as statutory auditors of the Company, by the shareholders, for a second term of five consecutive years from the conclusion of 20^th Annual General Meeting, up to the conclusion of the 25^th Annual General Meeting of the Company to be held in the year 2029, as per the Section 139 of the Companies Act, 2013.

The Consolidated remuneration paid to Auditors/to affiliated firms/entities for Audit and services rendered in other capacities is included in the Corporate Governance Report, which is a part of this report.

The Auditors report for the financial year 2025-26 does not contain any qualification, reservation or adverse remark or disclaimer and the same is attached with the annual financial statements.

6.3 Secretarial Auditor

M/s. V Suresh Associates, a firm of Company Secretaries in Practice (Firm Registration Number: P2016TN053700) have been appointed as secretarial auditors of the Company, by the shareholders, for a term of five consecutive years from the conclusion of 21^st Annual General Meeting, up to the conclusion of the 26^th Annual General Meeting of the Company to be held in the year 2030, as per the Section 204 of the Companies Act, 2013 and Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

M/s. V Suresh Associates have carried out Secretarial Audit under the provisions of Section 204 of the Act, for the financial year 2025-26 and submitted their report, which is annexed to this report as Annexure - 5. The said secretarial audit report does not contain any qualification, reservation or adverse remark or disclaimer.

6.4 Cost Auditor

As per Section 148(1) of the Companies Act, 2013, the Company is required to have the audit of its cost records by a Cost Accountant. The Board of Directors of the Company has on the recommendation of the Audit Committee, approved the appointment of M/s. Jayaram & Associates, Cost Accountants in Practice (Registration No. 101077) as the Cost Auditors of the Company to audit the cost records for relevant products prescribed under the Companies (Cost Records and Audit) Rules, 2014 for the year ending March 31, 2027. M/s. Jayaram & Associates, Cost auditor confirmed under Section 139(1) of the Act and the Rules framed thereunder and furnished a certificate of their eligibility and consent for appointment.

The Board on recommendations of the Audit Committee have approved the remuneration payable to the Cost Auditor, subject to ratification of their remuneration by the Shareholders at the upcoming AGM. The resolution approving the above proposal is being placed for approval of the Shareholders in the Notice for this AGM.

The cost accounts and records of the Company are duly prepared and maintained as required under Section 148(1) of Act.

The cost audit report for the year 2024-25 has been filed with the Ministry of Corporate Affairs in the prescribed form within due date. The cost audit report for the year 2025-26 will also be filed within the stipulated time.

During the year under review, the Statutory Auditors, Secretarial Auditor and Cost Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12) of the Companies Act, 2013.

7. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review, the Company has not made any investment nor Guarantee nor security to any person or other body corporate under Section 186 of the Act.

The Company had given Inter-Corporate Loan amounting to INR 10 crores to M/s. ZF CV Control Systems Manufacturing India Private Limited (Wholly owned Subsidiary) during the Financial Year 202526. As on the date of report, the Board of Directors have approved investment in Wholly owned subsidiary, by way of subscribing to rights issue of 3,00,00,000 (Three Crore) 0.01% Non-Cumulative Optionally Convertible Redeemable Preference Shares ("NCOCRPS") of face value Rs.10/- each, issued at par, for an aggregate consideration of Rs.30,00,00,000/- (Rupees Thirty Crores only).

8. WHOLLY OWNED SUBSIDIARY

ZF CV Control Systems Manufacturing India Private Limited was incorporated with effect from January 05, 2022 as a wholly owned subsidiary (WoS) of the Company, to Manufacture and sale of auto ancillary parts for domestic and export markets. The WoS has commenced its commercial production in the financial year 2022-23.

During the FY 2025-26, the total income of the WoS was at INR 8,390.44 lakhs as against INR 3,314.30 lakhs in the previous year. The profit before tax was at INR 1,290.40 lakhs as against INR 253.20 lakhs in the previous year and the Profit after tax was INR 1,052.63 lakhs as against INR 208.19 lakhs in the previous year. There has been no change in the nature of business of the Company during the financial year ended March 31, 2026. Statement containing salient features of the financial statement of the WoS is given in Annexure -3 to this report.

9. ANNUAL EVALUATION OF THE BOARDS PERFORMANCE

The Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and Directors, including the Chairman of the Board as per the requirements as specified in the guidance note issued by the Securities Exchange Board of India (SEBI) and the provisions of the Companies Act, 2013. The performance evaluation exercise was carried out through a structured evaluation process (by circulation of detailed evaluation matrix to all the Directors and was reviewed & confirmed by each Director) covering various aspects of the functioning of the Board and Committees such as their composition, experience & competencies, performance of specific duties & obligations, governance issues etc.

NRC reviewed the performance of individual Directors on the basis of criteria as specified in the Guidance note and in a separate meeting of Independent Directors, performance of Non-Independent Directors and the Board as a whole was evaluated. The above evaluations were then discussed in the Board meeting and performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated and the Board was satisfied with their performances, which reflected the overall engagement of the Board, Committees, and the Directors with the Company.

10. VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity, and ethical behaviour. In line with the ZF Code of Conduct (CoC), any actual or potential violation, howsoever insignificant or perceived as such, would be a matter of serious concern for the Company. The role of the employees in pointing out such violations of the CoC cannot be undermined. Hence, the Company has established a vigil mechanism through "ZF Commercial Vehicle Control Systems India Limited Whistle Blower Policy" to enable employees, trainees, directors, and vendors of the Company, to report genuine concerns, unethical behaviour, actual or suspected fraud, violation of Companys Insider Trading Code, any unlawful act or violation of the Companys Code of Conduct.

The mechanism provides for adequate safeguards against victimisation of the whistle blower and direct access to the Chairman of the audit committee.

During the year under review, the Company had received ten whistle blower complaints.

11. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING

In accordance with Regulation 34(2)(f) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the top 1,000 listed entities by market capitalization are mandated to submit a Business Responsibility and Sustainability Report (BRSR). Additionally, the requirement to obtain reasonable assurance for the BRSR Core, a specific subset of key performance indicators (KPIs) across nine Environmental, Social, and Governance (ESG) attributes, is applicable to the top 500 listed entities from FY 2025-26. Based on the average market capitalization for the period from July 1, 2025, to December 31, 2025, the Company was ranked 298^th on the BSE and 297^th on the NSE. Accordingly, the BRSR and the mandatory Assurance Statement on BRSR Core provided by M/s. SGS India Private Limited form part of this Annual Report.

The Managing Director of the Company is responsible for the implementation and oversight of the Policies relating to various principles of BRSR and to take forward the ESG initiatives.

12. STATUTORY STATEMENTS

12.1 Conservation of energy, Research & Development Expenses and foreign exchange earnings and outgo

Information regarding conservation of energy, research & development expenses and foreign exchange earnings and outgo is given in Annexure 1 to this report, as per the requirements of Section 134(3)(m) of the Act.

12.2 Corporate Social Responsibility

The Companys CSR initiatives and activities are aligned to the requirements of Section 135 of the Act. A brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure 2 of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. This Policy is available on the Companys website at ZF CV India Investor Relations

For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is part of this report.

12.3 Directors Responsibility Statement

Pursuant to Section 134(3)(c) & 134(5) of the Act, the Board of Directors, to the best of their knowledge and ability, confirm that:

a. In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures.

b. The Directors had selected such accounting policies and applied them consistently and made judgments 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 on March 31, 2026 and of the profit of the Company for the year ended on that date;

c. The Directors had 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;

d. The Directors had prepared the annual accounts on a going concern basis;

e. The Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

f. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

13. DISCLOSURES UNDER COMPANIES ACT, 2013

13.1 Extract of the Annual Return:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2026 will be available on the Companys website at ZF CV India Investor Relations

13.2 Number of Board Meetings:

The Board of Directors met five times during FY 2025-26. The details of the Board meetings and the attendance of the Directors is provided in the Corporate Governance Report which is part of this report.

13.3 Committees of Board of Directors:

Details of memberships and attendance of various committee meetings are given in Corporate Governance Report. The Board has accepted/considered all recommendations made by the Committees to the Board during the financial year.

13.4 Related Party Transactions:

All related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business. There are no related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel, or other designated persons which may have a potential conflict with the interest of the Company at large.

As per regulation 23(4) of Listing Regulations, prior approval of shareholders through postal ballot was obtained for the material related party transactions for the year ended March 31, 2026 entered between the Company and M/s. ZF CV Systems Global GmbH, fellow subsidiary of the Company, on March 22, 2025 and the actual transactions for the year ended March 31, 2026 with the entity is enclosed as Annexure - 4 to this report.

Also, prior approval of shareholders for the proposed material related party transactions for the financial year 2026-27 between the Company and M/s. ZF CV Systems Global GmbH, fellow subsidiary of the Company, was obtained through postal ballot on March 20, 2026.

All transactions with related parties are placed before the audit committee and prior approval of the audit committee is obtained. The Company has developed a Related Party Transactions Policy for the purpose of identification and monitoring of such transactions.

13.5 Internal financial control systems and their adequacy:

The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis Report, which is a part of this report.

13.6 Risk management:

The Board of Directors of the Company has a Risk Management Committee to frame, implement and monitor the risk management activities and review the Enterprise Risk Management framework of the Company. The Audit Committee has additional oversight in the area of financial risks and controls.

The development and implementation of risk management policy has been covered in the Management Discussion and Analysis Report, which forms part of this report.

14. POLICIES

The following policies approved by the Board of Directors of the Company were uploaded and are available in the Companys website at the web link: ZF CV India Investor Relations

14.1.1 Code of Business conduct and ethics by the Board Members & Senior Management

14.1.2 Corporate Social Responsibility Policy

14.1.3 Related Party Transaction Policy

14.1.4 Nomination and Remuneration Policy

14.1.5 Whistle Blower Policy

14.1.6 Policy for Prohibition of Insider Trading

14.1.7 Policy on Criteria for Determining Materiality of Events

14.1.8 Dividend Distribution Policy

14.1.9 Corporate Governance Policy

14.1.10 Policy on Familiarisation of Independent Directors and Other Programs

14.1.11 Material subsidiary policy

14.1.12 Policy for Preservation and Archival of Documents

14.2 Companys policy on Directors appointment and remuneration including criteria determining for qualification, positive attributes, independence of a director and other matters provided under Section 178(3) of the Act is provided in the Corporate Governance Report which is a part of this report and is also available on the Companys website at ZF CV India Investor Relations

15. PARTICULARS OF EMPLOYEES

The information under Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

15.1 The ratio of the remuneration of each Director to the median remuneration of the employees and percentage increase in remuneration of each Director, Managing Director, Chief Financial Officer and Company Secretary in the financial year and such other details as required are as given below:

Sl. No. Name of the Directors/ Key Managerial Personnel and Designation	Ratio of remuneration to the employees median remuneration	% increase/(decrease) in remuneration in the financial year
Executive Directors and Key Managerial Personnel
Mr. Paramjit Singh Chadha*, Managing Director (w.e.f July 1, 2025)	13.80	NA
Mr. P. Kaniappan#, Managing Director (upto June 30, 2025)	35.98	2.08
Non-Executive Directors
Mr. Mahesh Chhabria, Independent Director	3.75	10.57
Mr. Neeraj Sagar, Independent Director	2.34	10.50
Ms. Amrita Verma Chowdhury, Independent Director	2.75	10.26
Ms. Rashmi Urdhwareshe, Independent Director	2.58	7.08
Key Managerial Personnel
Ms. Sweta Agarwal, Chief Financial Officer	13.29	19.78
Ms. M. Muthulakshmi@, Company Secretary (upto March 24, 2026)	5.01	33.71
Ms. C V KavviyaA Compliance Officer (from March 25, 2026)	0.71	NA

#Mr. P Kaniappan retired from position of Managing Director with effect from close of Business hours of June 30, 2025 *Mr. Paramjit Singh Chadha was appointed as Managing Director with effect from July 1, 2025

@Ms. Muthulakshmi M resigned from the position of Company Secretary and Compliance Officer with effect from close of business hours on March 24, 2026

AMs. C V Kavviya was appointed as Interim-Compliance Officer w.e.f March 25, 2026

Directors other than those mentioned above have not drawn any remuneration including Sitting Fees & Commission, for the financial year 2025-26.

15.2 The percentage increase in the median remuneration of employees in the financial year: 13.18%

15.3 The number of permanent employees on the rolls of company as on March 31, 2026: 1,999

15.4 Average percentage increase already made in the salaries of employees other than the managerial personnel in the last financial year is in the range of 9 to 11 %. Percentage increase in the managerial remuneration in the last financial year: 0.31%.

With respect to the Managerial Personnel, variable component is paid in the form of incentive, as per the remuneration policy of the Company and based on the financial and non financial parameters and based on their individual performance and the performance of the Company. The Board at its meeting dated May 13, 2026, approved the commission to be paid to Independent Directors as INR 40.43 lakhs to

Mr. Mahesh Chhabria, INR 28.88 lakhs to Ms. Amrita Verma Chowdhury, INR 28.88 lakhs Ms. Rashmi Urdhwareshe and INR 28.88 lakhs to Mr. Neeraj Sagar respectively.

15.5 The key parameters for any variable component of remuneration availed by the Directors: Independent Directors have been paid sitting fees for attending meetings of the Board and Committees and paid a profit related commission, but not exceeding 1% of the net profit of the Company for the financial year. However, variable component is paid in the form of incentive, as per the Remuneration Policy of the Company and based on the financial and non-financial parameters, to Mr. P. Kaniappan, Managing Director upto June 30, 2025 and Mr. Paramjit Singh Chadha, Managing Director from July 1, 2025.

15.6 The remuneration of Directors and employees are as per the remuneration policy of the Company.

15.7 The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, this report and the accounts are being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection and any Member interested in obtaining a copy of the same may write to the Compliance Officer.

16. CORPORATE GOVERNANCE

The Company has complied with the provisions of the Listing Regulations concerning corporate governance and a report to this effect is attached, as required by Under Schedule V of the Listing Regulation. The certificate issued by the auditors of the Company regarding compliance with the corporate governance requirements is also annexed to this report. The Managing Director (CEO) and the Chief Financial Officer (CFO) of the Company have certified to the board on financial statements and other matters in accordance with Regulation 17(8) of the Listing Regulations pertaining to CEO/CFO certification for the financial year ended March 31, 2026. Further, applicable Secretarial Standards issued by the Institute of Company Secretaries of India have been complied with. The Management Discussion and Analysis Report, as required by the Listing Regulation and various disclosures required under the Act is also attached and forms part of this report.

The certificate of the Statutory Auditors M/s. BSR & Co LLP, Chartered Accountants with regard to compliance of conditions of corporate governance as stipulated under Schedule V(E) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is annexed to the Corporate Governance Report.

17. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company has a structured familiarisation program for Independent Directors of the Company which also extends to other Non-Executive Directors to ensure that Directors are familiarised with their function, role, rights, responsibilities, and the nature of the Company Business viz., automotive component industry and ZF global business model, etc. The Board of Directors has complete access to the information within the Company. Presentations are made to the Board of Directors at all the Meetings and all Committees of the Board on various matters, where Directors get an opportunity to interact with Senior Management.

Presentations, inter alia, cover the Companys strategy, business model, operations, markets, organisation structure, product offerings, finance, risk management framework, quarterly and annual results, human resources, technology, quality, and such other areas as may arise from time to time.

The Company also issues appointment letters to the Independent Directors which also incorporates their role, duties and responsibilities. Further, regulatory updates on regulatory changes are also periodically placed before the Board. The details of familiarisation programme have been hosted in the web site of the Company under the weblink ZF CV India Investor Relations

18. DISCLOSURE PURSUANT TO COMPANIES

(ACCOUNTS) SECOND AMENDMENT RULES, 2025

18.1 Disclosure Under THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013: The Company has adopted the Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. In compliance with the provisions under Section 4 of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013, Internal Complaints Committee (ICC) of the Company has been constituted to redress complaints regarding sexual harassment.

The following is the summary of complaints received and disposed of during the financial year

Number of Sexual Harassment Complaints received during the year	3
Number of Sexual Harassment Complaints disposed off during the year	2
Number of Sexual Harassment Complaints pending beyond 90 days during the year	1

Note: Pending compliant was concluded as on the date of the report.

18.2 Disclosure Under MATERNITY BENEFIT ACT, 1961:

The Company affirms that it has complied with the applicable provisions of the Maternity Benefit Act, 1961, including but not limited to:

a) Grant of maternity leave to eligible employees,

b) Provision for nursing breaks, and

c) Ensuring protection against dismissal during maternity leave and other associated entitlements.

19. OTHER PARTICULARS

• The Company has not accepted any deposits from the public within the meaning of Section 76 of the Companies Act, 2013 for the year ended March 31, 2026.

• There are no significant and material orders passed by regulators or courts or tribunals, which would impact the going concern status of the Company and its future operations.

• The Company does not have any associate or joint venture during the financial year 202526, apart from one wholly owned subsidiary incorporated in the financial year 2021-22.

• There was no Company which has become or ceased to be Companys subsidiary, Joint venture or associate during the financial year 2025-26

• The Company has not raised any funds during the year.

• The Company has not taken any loan during the year and neither there are any outstanding loans as on March 31, 2026. Hence there were no instances of any one-time settlement, nor any valuation done in this regard.

• The Company neither filed an application during the year under review nor there are any proceedings pending against the Company under the Insolvency and Bankruptcy Code, 2016 as of March 31, 2026.

• The Company has not transferred any amount to general reserves during the year ended March 31, 2026.

• There are no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year March 31, 2026 and at the date of this report.

20. INTEGRATED REPORT

The Company has voluntarily provided Integrated Report, which encompasses both financial and non-financial information to enable the Members to take well-informed decisions and have a better understanding of the Companys longterm perspective. The Report also touches upon aspects such as organisations strategy, governance framework, performance and prospects of value creation based on the six forms of capital viz. financial capital, intellectual capital, human capital, manufactured capital, social capital and natural capital.

Acknowledgement

The Directors thank the vehicle manufacturers, distributors, vendors and bankers for their continued support and assistance. The Directors gratefully acknowledge the support rendered by ZF Friedrichshafen AG. The Directors wish to place on record their appreciation of the excellent work done by employees of the Company at all levels during the year. The Directors specially thank the shareholders for the confidence reposed by them in the Company.

	For and on behalf of the board
	Akash Passey
Lucknow	Chairman
May 13, 2026	DIN: 01198068