ZF Commercial Vehicle Control Systems India Ltd

GST Show Cause Notice

• Show Cause Notice dated Aug 11, 2026 from Addl. Commissioner GST & Central Excise, Audit-I, Chennai.
• Proposed demand under CGST Act Section 74: INR 27,99,29,495.
• Period under review: Apr 2020–Mar 2024.
• Reason: excess ITC, ineligible ITC, excess ITC on import vs GSTR-2B, time limit.
• No material impact on finances or operations reported.
• Company to file a detailed response to the Show Cause Notice.
• Penalty proposed under CGST Act Section 74.

AGM Details

• AGM held July 24, 2026, 3:00–4:11 PM IST via VC/OAVM.
• Record date for voting: July 17, 2026.
• Attendance: 47 attendees via OAVM.

Resolutions

• Resolution 1 (Ord): Adoption of audited standalone and consolidated financial statements.
• Resolution 2 (Ord): Declaration of dividend of Rs 4 per share.
• Resolution 3 (Ord): Re-appointment of Akash Passey as Director.
• Resolution 4 (Ord): Ratification of remuneration to Cost Auditors for FY2027.
• Resolution 5 (Ord): Appointment of Claudia Christina Jehle as Director.

Voting Results

• Resolution 1: Passed; 2 against.
• Resolution 2: Passed; 2 against.
• Resolution 3: Passed; 16 against.
• Resolution 4: Passed; 4 against.
• Resolution 5: Passed; 49 against.

Dividend & Directors

• Dividend of Rs 4 per share approved.
• Akash Passey re-appointed as Director (retiring by rotation).
• Claudia Christina Jehle appointed as Director (Non-Executive & Non-Independent).

Auditors & Remuneration

• Remuneration for Cost Auditors ratified for FY2027.

Nominations and production plan

• ZF CVCS India secures nominations from three major OEMs for ESCsmart multi-year programs.
• SOP for ESCsmart on 24V and 12V truck platforms targeted for Q3 2027.
• Production to be locally assembled and supplied from ZF CVCS India's facilities.
• ESCsmart deployed on over 60,000 vehicles; 3 million systems delivered globally.
• India's AIS regulation mandates ESC for trucks from October 1, 2027.
• FY2025-26 revenue ₹4302 crores, c.5,000 employees across six plants.

Key management changes

• Appointment of Mr. Rakesh Mishra as CFO (KMP) effective 1 Sep 2026; 30+ years' finance leadership.
• Ms Kavviya appointed CS and Compliance Officer (KMP) effective 25 Jul 2026; interim CO since 25 Mar 2026.

Standalone results

• Revenue from operations: ₹1,04,171.16 lakhs; total income: ₹1,07,774.16 lakhs.
• Profit after tax: ₹9,910.13 lakhs; basic/diluted EPS: ₹8.71.
• QoQ: revenue down 8.3%, total income down 8.2%, PAT down 29.9%.
• Auditors' review for standalone results is unqualified.
• Bonus issue: 9,48,37,920 equity shares allotted on 25 June 2026.
• CFO appointed from 1 September 2026; Company Secretary from 25 July 2026.

Consolidated results

• Revenue from operations: ₹1,06,617.65 lakhs; total income: ₹1,10,180.29 lakhs.
• Profit after tax: ₹10,447.81 lakhs; EPS: ₹9.18.
• QoQ: revenue down 7.7%, total income down 7.9%, PAT down 28.6%.
• Auditors' review: consolidated results unqualified.
• Bonus issue: 9,48,37,920 equity shares; EPS adjusted.
• Consolidated segment: single automotive components segment.

Notable items & notes

• Labour Codes: one-time provision of ₹793.51 lakhs recognised as exceptional item in FY2026.
• Bonus shares: 9,48,37,920 issued; EPS adjusted per Ind AS 33.
• Auditors' report unqualified for both standalone and consolidated statements.

Governance & capital actions

• CFO appointment date: Sep 1, 2026.
• Company Secretary appointment date: Jul 25, 2026.

Meeting Details

• Meeting date scheduled for Friday, July 24, 2026.
• Time: not disclosed.
• Location: not disclosed.

Key Agenda Items

• Consider unaudited standalone and consolidated financial results for the quarter ended June 30, 2026.

Other Notes

• Trading window remains closed until 48 hours after declaration of unaudited results.

RTA certificate for dematerialisation update

• Confirmation certificate from the Registrar and Transfer Agent is enclosed.

Overview

• Standalone BRSR for ZF CVCS India Ltd for FY2025-26.
• Primary activities: manufacturing automotive components and air actuation systems.
• Turnover composition: manufacturing 72.59%, spares 14.25%, software 11.40%.
• Reporting boundary: standalone; SGS limited assurance on BRSR Core.
• Six manufacturing units in India, three warehouses, and IT Center in Chennai.
• Operations across 26 states and 4 UTs; exports to 18 countries (36.61% of turnover).
• DNV audits for ISO 45001/14001/50001 and ISO 27001; SGS for BRSR Core.

Key ESG Risks & Opportunities

• Health and safety identified as a material risk with zero-tolerance.
• SHE FMEA deployed to identify hazards and mitigate risk.
• Energy management enables 8% annual energy savings and 5% renewable energy increase.
• Water stewardship targets 2% annual reduction in water use.
• Emissions management focuses on carbon footprint reduction and renewable energy shift.
• Labor practices and D&I target 30% women across manufacturing sites.
• Waste management: all sites ISO 14001; hazardous waste safely managed; ZLD across operations.

Governance & Policy Highlights

• MD-chaired leadership team; risk management committee oversees ESG risks.
• Policies cover Code of Conduct, anti-bribery, whistleblower, human rights, supplier principles.
• SGS limited assurance on BRSR Core; ISO 45001/14001/50001; ISO 27001.
• No penalties or regulatory fines reported in FY2025-26.

Social Responsibility & Workforce

• Total employees: 1,999; permanent workforce 80% male, 20% female.
• Total workers: 1,365; 91% male, 9% female.
• Board female representation 25%; KMP female 66.7%; manufacturing sites target 30% women.
• Well-being spend: 0.41% of revenue; comprehensive health and accident insurance.
• LTIFR workers 0.28; injuries 3; no fatalities; ISO 45001 across sites.
• 100% training coverage for BoD, KMP, and employees; POSH and Code of Conduct training.
• CSR: 14 programs, ~30,000 beneficiaries; 75% from vulnerable groups; NAPS beneficiaries 322.
• Grievances: POSH/ethics mechanisms; 8 shareholder complaints; 10 whistleblower complaints filed.
• Return-to-work after parental leave: 100%.

Environmental Performance

• Total energy consumption: 128,333,910 MJ; renewable energy share 92,855,759 MJ; non-renewable electricity 22,492,259 MJ.
• Energy intensity: 3.16 kJ per INR turnover; PPP-adjusted 64.37.
• Water withdrawal: 101,266 kl; ZLD across plants; 1,200 kl rainwater harvesting.
• Scope 1 emissions: 1,265 tCO2e; Scope 2: 4,436 tCO2e; intensity 1.4 tCO2e per Cr turnover.
• CO2 reductions: 237 tCO2e saved; 200 kWp rooftop solar; 51 energy efficiency projects.
• Waste: total 5,446.7 MT; 5,432.9 MT recycled; 1.30 MT disposed; incineration 0.04 MT.
• ZLD water policy; EPR for plastics; 0 Green Credits; assurance by SGS India.

Stakeholder Engagement & Complaints

• Stakeholders: employees, customers, suppliers, investors, community, regulatory bodies; ongoing engagement.
• Channels: intranet, town halls, emails; annual customer satisfaction survey.
• Shareholders filed 8 complaints in FY25-26; all resolved.
• Employees/workers: 3 sexual harassment complaints; 1 pending; 10 whistleblower complaints filed.
• POSH committee and whistleblower mechanism with direct access to Audit Committee chair.

Other Notable Metrics

• Sustainable sourcing: 48.3% inputs sustainably sourced; 37% MSMEs; 78.65% Indian inputs.
• Related-party transactions: Purchases from related parties 8.9%; Sales 24.6%; Investments 36.1%.
• Data privacy/cybersecurity: 0 data breaches; policies PS 24-0006, PS 24-0030, PS 23-0040.
• Affiliations: 8 industry chambers; active in Indo-German Chamber, CII, ACMA, MMA, MCCI.
• CSR beneficiaries: 30,000; 75% from vulnerable groups; solar and road-safety CSR projects.

AGM details

• AGM date/time: July 24, 2026 at 15:00 IST; VC/OAVM.
• AGM mode: VC/OAVM; no physical attendance.
• Record date for dividend: July 10, 2026.
• Remote e-voting window: July 21–23, 2026 (cut-off July 17, 2026).

Dividend

• Dividend: INR 4 per share on equity shares.
• Record date fixed as July 10, 2026.

Key resolutions

• Item 1 (Ordinary): Adoption of standalone and consolidated financial statements with reports.
• Item 2 (Ordinary): Dividend declaration of INR 4 per share.
• Item 3 (Ordinary): Re-appointment of Akash Passey as Director, liable to retire by rotation.
• Item 4 (Ordinary): Ratify Cost Auditor remuneration for FY 2026-27: INR 4,50,000.
• Item 5 (Ordinary): Appoint Claudia Christina Jehle as Non-Executive Non-Independent Director.

Director changes

• Akash Passey: re-appointed as Chairman and Director, liable to retire by rotation.
• Claudia Christina Jehle: appointed as Additional Non-Executive Non-Independent Director, May 4, 2026.

Auditors

• Cost Auditor: M/s Jayaram & Associates appointed for FY 2026-27; remuneration INR 4,50,000; to be ratified.