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July 27, 2026
BSE Ltd.
Phiroze Jeejeebhoy Towers,
Dalal Street,
Mumbai – 400 001.
Ref: BSE Scrip Code No. 505163
Sub: Disclosure under Regulation 30(2) of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (the Listing Regulations).
- Summary of Proceedings of 46th Annual General Meeting of the Company held on
Monday, July 27, 2026.
Dear Sir/ Madam,
Members/ Shareholders Present - 45
46th Annual General Meeting (AGM) of the Members of ZF Steering Gear (India) Limited (the
Company) was held today i.e. Monday, July 27, 2026, from 10.00 a.m. through Video Conference
(VC)/ Other Audio Visual Means (OAVM), in compliance with the General Circular nos. 03/ 2025, 09/
2024, 09/ 2023, 10/ 2022, 02/ 2022, 02/ 2021, 20/ 2020, 17/ 2020 and 14/ 2020 and issued by the
Ministry of Corporate Affairs (MCA) and as per the applicable provisions of the Companies Act, 2013
and the Rules made thereunder.
Directors present
1 Mr. Dinesh Munot Chairman & Whole-Time Director
2 Mr. Utkarsh Munot Managing Director
3 Mrs. Smita Lahoti Non-Executive, Independent Director
4 Dr. Dinesh Bothra Non-Executive, Non-Independent Director
5 Mr. Rohit Rathi Non-Executive, Independent Director
6 Mr. Shrenik Gandhi Non-Executive, Independent Director and Chairman of the Audit
Committee and the Stakeholders’ Relationship Committee
7 Mr. Bharat Agarwal Non-Executive, Independent Director and Chairman of the Nomination
and Remuneration Committee
In attendance:
1 Mr. Jinendra Jain Chief Financial Officer
2 Mr. Satish Mehta Company Secretary
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Representatives Present
- Representative of the Statutory Auditors, Mr. Kaustubh Deshpande – Partners, M/s Joshi Apte & Co.,
Chartered Accountants.
- Mr. I. U. Thakur- Partner, M/s. SIUT & Co., LLP, Company Secretaries, Secretarial Auditors of the
Company; and
- Mr. Sohal Thakur – Partner, M/s. SIUT & Co., LLP, Company Secretaries, Scrutinizers for remote e-
voting and e-voting at this Meeting;
All attended the meeting through VC from their respective locations.
Proceedings:
Mr. Dinesh Munot - Chairman chaired the Meeting and after ascertaining that the requisite quorum was
present, called the Meeting to order
The Chairman welcomed the Members and introduced all the Directors on the Board.
The Company Secretary briefed the Members on the VC/ OAVM arrangements and availability of e-
voting facilities through NSDL. Members who had not cast their votes through remote e-voting were
provided the option to vote electronically during the Meeting. M/s. SIUT & Co. LLP were appointed
as Scrutinizers to oversee the e-voting process and submit the consolidated Scrutinizer’s Report.
It was informed that:
i. the Notice of 46th AGM along with the Annual Report for FY 2025-26 had been sent
through electronic mode to the Members;
ii. the Audited Standalone and Consolidated Financial Statements of the Company for the
Financial Year ended March 31, 2026, already circulated electronically, were taken as read;
iii. As there were no qualifications, observations or adverse remarks in the Statutory Auditors’
Reports, the same was taken as read; and
iv. the Auditors’ Reports and Statutory registers/ documents were available for inspection by
the Members.
The Chairman delivered his speech covering:
• Overview of the Indian economy, automotive sector and commercial vehicle industry.
• Financial performance of the Company for FY 2025-26 and Quarter 1 of FY 2026-27.
• Updates on Subsidiaries of the Company including new projects being undertaken through the
subsidiaries.
• Appreciation/ gratitude for the contribution of employees, Fellow Directors on the Board,
customers, suppliers, shareholders, regulators and all other stakeholders.
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Shareholders’ Interaction
Thereafter, the Chairman invited the registered speaker shareholders to express their views and raise
queries. The speaker shareholders shared their comments and sought clarifications on various matters.
The Chairman requested the Managing Director to respond to the queries raised, and the Managing
Director addressed them in detail. Certain questions were also responded to directly by the Chairman.
Business Transacted
The following items of business as set out in the Notice of 46th AGM were transacted:
Sr. Resolutions Type of
No. Resolution
Ordinary Business
1 Adoption of: Ordinary
- the Audited Standalone Financial Statements of the Company for the
Financial Year ended on March 31, 2026, together with the Reports of the
Board of Directors and the Auditors thereon;
- the Audited Consolidated Financial Statements of the Company for the
Financial Year ended on March 31, 2026, together with the Report of the
Auditors thereon;
2 To appoint a Director in place of Mr. Utkarsh Munot (DIN:00049903) who Ordinary
retires by rotation under the provisions of Section 152(6) of the Companies Act,
2013 and being eligible, offers himself for reappointment.
Special Business
3 Re-appointment of Mr. Dinesh Munot (DIN: 00049801) as the Chairman and Special
Whole-Time Director of the Company.
4 Re-appointment of Mr. Utkarsh Munot (DIN:00049903), as the Managing Special
Director of the Company.
5 Approval of Material Related Party Transactions by the Company and/ or its Ordinary
subsidiaries:
6 Approval of Material Related Party Transactions by and between subsidiaries Ordinary
of the Company:
The Chairman announced that the results of remote e-voting and e-voting at the AGM along with the
consolidated Scrutinizer’s Report would be submitted to the Stock Exchanges and placed on the
Company’s website within two working days from the conclusion of the Meeting.
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The e-voting module remained open during the AGM and for 15 minutes after conclusion of the
Meeting.
The meeting commenced at 10:00 a.m. (IST) and concluded at 10:56 a.m. (IST) (including time allowed
for e-voting at AGM). The Quorum was present throughout the Meeting.
The Chairman thanked the Members, Directors, Auditors and Senior Management Team for their
participation and support.
This is for your information and record.
Thank You,
Yours faithfully,
for ZF Steering Gear (India) Limited
Satish Mehta
Company Secretary & Compliance Officer
Membership No. F3219
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