Proceedings of 22nd AGM

Commercial Vehicle Solutions ZF Group · ZF Commercial Vehicle Control Systems India Limited, Chennai 600058 Department Finance From C V Kavviya Phone +91 044-4224 2000 Email cv.kavviya@zf.com Date July 24, 2026 The Manager Listing Department BSE Limited, Phiroze Jeejeebhoy Towers Scrip code: 533023 Dalal Street, Mumbai 400 001 Listing Department National Stock Exchange of India Ltd Exchange Plaza, C-1, Block G Bandra - Kurla Complex Trading Symbol: ZFCVINDIA Bandra (E), Mumbai 400 051 ISIN : INE342J01019 Dear Sirs, Sub: Proceedings of the 22nd Annual General Meeting (AGM) of the members of ZF Commercial Vehicle Control Systems India Limited held on July 24, 2026 which commenced at 15:00 hrs. (IST) and concluded at 16.11 hrs. (IST). As per the notice dated May 13, 2026, the 22nd AGM of the Company was held on Friday July 24, 2026 at 15:00 hrs. (IST) through Video Conferencing (VC) / Other Audio-Visual Means (OAVM) in accordance with the circulars issued by Ministry of Corporate Affairs (MCA) and Securities and Exchange Board of India (SEBI) in this connection. Mr. Akash Passey, Chairman of the Company presided over the meeting and welcomed the members. A total of 47 members attended the AGM including the Director’s holding shares, shareholders registered and attended as speakers and authorised representative of Holding Company i.e. Promoter (WABCO Asia Private Limited), as per the details provided by the National Securities Depository Limited (NSDL), who provided the web-based platform for remote e-voting and for conducting the AGM through VC/OAVM. The requisite quorum being present the Chairman called the meeting to order. All the Directors, Statutory Auditors, Secretarial Auditors and Scrutiniser for the AGM were present at the AGM through VC/OAVM. The Chairman introduced the Board Members, Chairman of Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee, Corporate Social Responsibility Committee and Risk Management Committee to the members and recognized the presence of Statutory Auditors, Secretarial Auditors and Scrutiniser. The Chairman informed the members that in accordance with provisions of the Companies Act, 2013, read with the rules made thereunder and provisions of Regulation 44 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015 (Listing Regulations), the Company had provided the remote e-voting facility through National Securities and Depository Limited (NSDL) to enable the members of the Company to cast / exercise their votes electronically on the agenda items specified in the notice of the 22nd AGM. The remote e-voting period had commenced on July 21, 2026 (Tuesday) at 09.00 hrs (IST) and ended on, July 23, 2026 (Thursday) at 17:00 hrs (IST). Members were informed that the facility of remote e-voting has been ZF Group ZF Commercial Vehicle Control Systems India Limited (Formerly known as WABCO INDIA Limited) Plot No.3 (SP), Third Main Road, Registered Office: Plot No.3 (SP), Third Main Road, Ambattur Industrial Estate, Ambattur Industrial Estate, Chennai - 600058. India Chennai - 600058. India CIN: L34103TN2004PLC054667 Phone: +91 44 4224 2000 Phone: +91 44 42242000. Fax: +91 44 42242009 Fax: +91 44 4224 2009 www.zf.com www.zf.com enabled during the AGM from 15.00 hrs. (IST) up to the end of the meeting for such of those members who had not cast their vote through remote e-voting prior to the AGM. The Chairman further informed that the Board of Directors had appointed Mr. G. Karthikeyan, Partner, M/s. RSGK & Associates, Company Secretaries, as the Scrutinizer for the purpose of scrutinizing the voting process of remote e-voting prior to and during the AGM on the resolutions included in the notice of the 22nd AGM. Chairman informed that; the notice calling for the Annual General Meeting, the Audited Financial Statements (Standalone and Consolidated) for the year ended 31st March 2026, Board’s report, Statutory Auditors report & annexures, Secretarial Auditors’ report & annexures thereon, which had already been circulated to all the members of the Company on July 2, 2026 and taken as read. The Chairman then addressed the members and gave an overview of the performance of the Company for the financial year ended 31st March 2026 and the performance for 1st quarter of 2026-27, which was published on 24th July 2026. A video on the Corporate Social Responsibility activities undertaken by the Company was played in between Chairman’s Speech. Thereafter the Chairman explained briefly the following resolutions being voted on: - • Ordinary Business: Item no. 1 - Ordinary resolution for Approval and adoption of the Audited Standalone and Consolidated Financial Statements for the financial year ended 31st March 2026 and the reports of Board of directors and Auditors thereon. Item no. 2 - Ordinary resolution to declare a dividend of Rs.4/- per share for the year ended 31st March 2026 out of the profits for that year, payable to members as at the close of July 10, 2026. Item no. 3 - Ordinary resolution for the Re- appointment of Mr. Akash Passey (DIN: 01198068) Chairman and Non-Executive Non-Independent Director who is liable to retire by rotation at this Annual General Meeting. Special Business: Item no. 4 - Ordinary resolution for the Ratification of remuneration payable to M/s. Jayaram & Associates, Practicing Cost Accountants (Firm Registration No. 101077), Cost Auditors of the Company, for the Financial year ending 31st March 2027. Item no. 5- Ordinary resolution for appointment of Ms. Claudia Christina Jehle (DIN: 11680809) as Non-Executive Non-Independent Director of the Company, liable to retire by rotation. The Chairman then invited the members who had registered as “Speakers” for seeking further clarifications on the Audited Financial Statements for the year ended 31st March 2026 along with Auditors and Board’s report thereon and other matters. Required clarifications were provided to the satisfaction of the members by the Chairman for the queries raised by the shareholders. The Chairman stated that the shareholders can always write to / get in touch with the Company or the registrars and share transfer agents for getting their specific queries addressed. The Chairman then thanked the members for participating through remote e-voting and informed that the facility to vote on the resolutions contained in the Notice of the 22nd AGM shall remain open for a further 15 minutes. He then requested those members who had not exercised their votes through remote e-voting prior to the AGM to cast their votes through the e-voting platform. ZF Group ZF Commercial Vehicle Control Systems India Limited (Formerly known as WABCO INDIA Limited) Plot No.3 (SP), Third Main Road, Registered Office: Plot No.3 (SP), Third Main Road, Ambattur Industrial Estate, Ambattur Industrial Estate, Chennai - 600058. India Chennai - 600058. India CIN: L34103TN2004PLC054667 Phone: +91 44 4224 2000 Phone: +91 44 42242000. Fax: +91 44 42242009 Fax: +91 44 4224 2009 www.zf.com www.zf.com The Chairman announced that the consolidated results of remote e-voting prior to and during the AGM along with the scrutinizer report shall be announced within 2 working days at the registered office of the Company, would be displayed on the website of the Company and would also be intimated to BSE Ltd (BSE) and National Stock Exchange of India Limited (NSE) and website of NSDL. He also stated that the meeting will stand closed on conclusion of the e-voting. Kindly take the information on record. Thanking you, Yours sincerely, For ZF Commercial Vehicle Control Systems India Limited C V Kavviya Compliance Officer ZF Group ZF Commercial Vehicle Control Systems India Limited (Formerly known as WABCO INDIA Limited) Plot No.3 (SP), Third Main Road, Registered Office: Plot No.3 (SP), Third Main Road, Ambattur Industrial Estate, Ambattur Industrial Estate, Chennai - 600058. India Chennai - 600058. 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