ZF Steering Gear India Ltd

ZF Steering Gear India Ltd-$ — Trading Window Closed from October 01, 2026 till 48 hours after the unaudited financial results for the quarter and half year ending September 30, 2026

Commercial production commencement

• DriveSys Electrical Division has commenced commercial production as of September 7, 2026.
• Location: C-20/2 and C-20/3/6, Ahilyanagar Industrial Area, Nagapur, Maharashtra.
• Products: MCB/MCCB, Residential Current Circuit Breaker (RCB) and Electrical Coil.
• Installed capacity: MCB 12,00,000 per month; RCB 40,000 per month; Electrical Coil 1,50,000 per month.
• DriveSys is a wholly owned subsidiary of the Company.

Acquisition details

• DriveSys Systems Private Limited, a wholly owned subsidiary, acquired land adjacent to existing project site for Aluminium Project.
• Location: Plot E-10, 25,882 sq m, Supa Parner Industrial Park, Maharashtra 414301.
• Acquisition pursuant to MIDC communication dated 2 September 2026.
• Purpose: expansion and development of Aluminium Project; additional space for manufacturing facilities.
• Disclosure under SEBI LODR Regulations, 2015.

Rating Action

• ICRA reaffirmed ZF Steering Gear India's long-term A+ (Stable) and short-term A1+ ratings.

Rating Agency

• ICRA Limited.

Instruments Rated

• Long-term/short-term fund-based and non-fund-based working capital facilities of Rs 105 crore; A+ (Stable)/A1+.

Rationale

• Dominant domestic M&HCV steering gear market with key OEM relationships.
• Healthy earnings, strong liquidity, and minimal working-capital utilisation.
• Consolidated capex plan of Rs 140-150 crore for FY2027-28.
• DriveSys and Metacast integration expected to boost profitability via in-house sourcing.
• Aluminium extrusion facility commissioning in H2 FY2027; medium-term revenue uplift anticipated.
• Litigation with ZF Germany; potential liquidity impact; monitorable.
• Cyclicality in CV and tractor demand; limited PV exposure.
• Liquidity strong: Rs 87 crore free cash/investments; Rs 30 crore unutilised WC buffer.
• Consolidated TD/OPBDIT at 1.3x; gearing 0.2x.

Outlook

• Outlook: Stable; unchanged from prior rating.

Material Changes

• No material change; rating reaffirmed with Stable outlook.

AGM Details

• AGM held July 27, 2026 at 10:00 AM via VC/OAVM.
• Remote e-voting: July 24–26, 2026.
• Cut-off date: 20 July 2026 for voting eligibility.
• Attendance: 45 members attended via VC/OAVM.

Key Resolutions

• Resolution 1 (Ordinary): Adopt standalone and consolidated financial statements; passed.
• Resolution 2 (Ordinary): Re-appoint Utkarsh Munot by rotation as Director.
• Resolution 3 (Special): Re-appoint Dinesh Munot as Chairman and Whole-Time Director.
• Resolution 4 (Special): Re-appoint Utkarsh Munot as Managing Director.
• Resolution 5 (Ordinary): Approve material related party transactions by the company and subsidiaries.
• Resolution 6 (Ordinary): Approve related party transactions between subsidiaries.

Voting & Outcome

• All resolutions passed; broad majority in favour; no failures recorded.

Directors & Related Party

• Dinesh Munot reappointed as Chairman and Whole-Time Director (Special).
• Utkarsh Munot reappointed as Managing Director (Special).
• Utkarsh Munot reappointed by rotation as Director (Ordinary).
• Material Related Party Transactions approved; parties and values undisclosed.
• Material Related Party Transactions between subsidiaries approved; values undisclosed.

AGM details

• Date and time: July 27, 2026 at 10:00 a.m.; mode: VC/OAVM.
• Record/voting cut-off date: July 20, 2026; remote e-voting window: July 24–26, 2026.
• Shareholders on record: 10,195.

Key resolutions and outcomes

• Resolution 1: Ordinary; adoption of standalone and consolidated financial statements; passed.
• Resolution 2: Ordinary; reappointment of Utkarsh Munot as director; passed.
• Resolution 3: Special; re-appointment of Dinesh Munot as Chairman and Whole-Time Director; passed.
• Resolution 4: Special; re-appointment of Utkarsh Munot as Managing Director; passed.
• Resolution 5: Ordinary; approval of material related party transactions with the company and/or subsidiaries; passed (99.9545%).
• Resolution 6: Ordinary; approval of related party transactions between subsidiaries; passed (99.9545%).

Voting and promoter interest

• Promoter group interest: No for Res 1–2; Yes for Res 5–6.
• Overall, ~596,926 votes polled; all resolutions passed with strong majority.

AGM Details

• AGM held on July 27, 2026 at 10:00 a.m. via VC/OAVM.
• Total attendees: 45 members present.
• Quorum maintained throughout the meeting.
• Meeting duration: 10:00–10:56 IST.
• Notice and annual report circulated electronically.

Key Resolutions

• Adoption of audited standalone and consolidated financial statements for FY 2025-26.
• Director by rotation—Utkarsh Munot to be reappointed.
• Dinesh Munot reappointed as Chairman and WTD (special).
• Utkarsh Munot reappointed as Managing Director (special).
• Approval of material related party transactions by the company and/or subsidiaries.
• Approval of material related party transactions by and between subsidiaries.

Voting Results

• Results of remote e-voting and AGM voting to be submitted to exchanges within two working days.
• Consolidated Scrutinizer’s Report to be posted on company website.

Director Changes

• Dinesh Munot reappointed as Chairman and WTD.
• Utkarsh Munot reappointed as Managing Director.
• Utkarsh Munot to be appointed by rotation and reappointed as director.

Material Related Party Transactions

• Approval of material related party transactions by the company and/or its subsidiaries.
• Approval of material related party transactions by and between subsidiaries.