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

2. DIVIDEND

Based on the Company's 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 Company's 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 re¬
appointment 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 (Non¬
Executive 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), Non¬
Executive 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 Non¬
Independent, 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 Company's
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 AUDITORS6.1 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 2025¬
26. 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 BOARD'S
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
Company's Insider Trading Code, any unlawful act or
violation of the Company's 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 STATEMENTS12.1 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 Company's 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 Company's 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, 201313.1 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 Company's 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 arm's 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 Company's 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 Company's 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 Company's 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:

#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 nonfinancial 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 Company's 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

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 2025¬
26, apart from one wholly owned subsidiary
incorporated in the financial year 2021-22.

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 Company's long¬
term perspective. The Report also touches upon
aspects such as organisation's 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:01 198068