ZF Steering Gear India Ltd

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.

Meeting Details

• Board meeting scheduled for Friday, July 24, 2026.

Key Agenda Items

• Consider unaudited standalone and consolidated results for quarter ended June 30, 2026, with Limited Review Reports.

Other Notes

• Trading window remains closed and will reopen 48 hours after results declaration.

Dematerialisation status

• Dematerialisation requests processed for quarter ended 30 June 2026; securities listed on exchanges.
• Security certificates for dematerialisation were mutilated and cancelled after verification; depository name updated as owner.
• Securities dematerialised have been listed on exchanges where earlier issued securities are listed.

Financials – Standalone

• Revenue from operations: 556.74 crore, up 13% YoY.
• EBITDA: 85.96 crore; PBT: 52.56 crore.
• Tax expense: 20.78 crore; Net profit: 31.78 crore.
• Earnings per share: 35.03; Dividend: not recommended.
• Dividend status: no dividend for FY2025-26.

Financials – Consolidated

• Consolidated revenue: 580.92 crore; Net profit: 12.04 crore.
• Consolidated EPS: 16.96; EBITDA: 84.77; Cash from operations: 98.15.
• Notes: minority interest present in consolidated results.
• Overall profitability modestly higher revenue with tighter margins.

Segments & operations

• Auto components revenue: 570.88 crore; Renewable energy: 5.01 crore.
• Geography: India 569.46 crore; Overseas 1.60 crore.
• Major customers: three external customers contributed Rs 371.80 crore.
• Subsidiaries: DriveSys and Metacast identified as material subsidiaries.
• Metacast capacity: 10,000 tpa; expansion to 25,000 tpa with Rs 25 crore investment.
• DriveSys turnover: 88.88 crore; Metacast turnover: 59.05 crore.

Capital structure & liquidity

• Standalone borrowings: 43.05 crore; Lease liabilities: 2.73 crore.
• Net debt: 41.73 crore; Net debt/Equity: 0.08.
• Consolidated borrowings: 100.86 crore; Net debt: 105.13 crore; Net debt/Equity: 0.22.
• Cash & cash equivalents: Standalone 4.05 crore; Consolidated 4.98 crore.
• Supplier finance balances outstanding: 24.05 crore.

Governance & board

• Board comprised 7 directors; 2 new independent directors joined Apr 1, 2025.
• Dinesh Munot reappointed as Chairman & WTD for five years from Jul 28, 2026.
• Utkarsh Munot reappointed as MD for five years from May 19, 2026.
• Independent Directors’ declarations on independence; Familiarisation programs conducted.
• Audit Committee consists of five directors; Shrenik Gandhi as Chairman.

Related party transactions

• Material Related Party Transactions with Supreme Group up to Rs 100 crore for FY2026-27.
• Inter-company RPTs between DriveSys and Metacast on arm’s length terms.
• DriveSys, Metacast, and Supreme Group relations detailed in Note; pricing benchmarked to market.
• Outstanding related party balances include DriveSys/NexSteer/Metacast loans and receivables.

Audit, controls & compliance

• Statutory auditors: Joshi Apte & Co; Secretarial: SIUT & Co LLP.
• Internal controls over financial reporting adequate; no material weaknesses.
• Secretarial audit noted delay in disclosure to stock exchanges; MCA filing delays occurred.
• Secretarial audits for material subsidiaries DriveSys and Metacast; Annexure IV.

CSR & sustainability

• CSR expenditure: Rs 0.82 crore; average net profit basis Rs 0.82 crore obligation.
• Projects: stipend payments under National Apprenticeship Promotion Scheme in Maharashtra & MP.
• CSR policy available on company website; 3-member CSR Committee.

Outlook & risks

• Industry: CV demand cycle to recover; signs of revival expected.
• Advantages from backward integration reducing raw material costs.
• EV transition and Make in India initiatives to support growth; energy projects contributing to revenue mix.

AGM Details

• AGM via VC/OAVM on 27 July 2026 at 10:00 AM IST.
• Record date for e-voting and entitlement is 20 July 2026.
• Remote e-voting window opens 24 July and ends 26 July 2026.

Ordinary Business

• Adoption of standalone and consolidated financial statements for FY 2025-26.
• Re-appointment of Utkarsh Munot as Director, retiring by rotation.

Special Business

• Dinesh Munot re-appointed as Chairman and WTD from 28 Jul 2026 to 27 Jul 2031.
• Utkarsh Munot re-appointed as Managing Director from 19 May 2026 to 18 May 2031.
• Remuneration terms for Dinesh Munot as specified in the resolution.
• Remuneration terms for Utkarsh Munot as specified in the resolution.

RPT Approvals

• Approve related party transactions with Supreme Group up to Rs 100 crore for FY 2026-27.
• RPTs to be at arm’s length and in the ordinary course.
• Resolution 6: approve inter-company RPTs between Metacast and DriveSys up to Rs 100 crore for FY 2026-27.
• RPTs subject to amended Listing Regulations and turnover thresholds.