BSEAGM/EGM5d ago · 27 Jul 2026, 04:51 pm

Please find attached herewith proceedings of 46th Annual General Meeting of the Company held today.

ZF Steering Gear India Ltd-$ · 505163

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ZF Steering Gear India Ltd held its 46th Annual General Meeting on July 27, 2026, via video conference. The meeting was attended by 45 members, and the company's financial statements for FY 2025-26 were taken as read. The chairman delivered a speech covering the Indian economy, automotive sector, and the company's financial performance. Shareholders interacted with the company, and the managing director responded to their queries. The meeting transacted several resolutions, including the adoption of the audited financial statements and the re-appointment of directors.

Analysis Scores

Earnings Impact5/10
Growth Catalyst2/10
Governance Concern1/10
Regulatory Risk1/10
Balance Sheet Risk1/10
Liquidity Impact8/10
Market Sentiment5/10

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ZF Steering Gear India Ltd-$ - 505163 - Disclosure Under Regulation 30(2) Of The SEBI (Listing Obligations And Disclosure Requirements) Regulations, 2015 (The Listing Regulations).

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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 Page 1 of 4 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. Page 2 of 4 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. Page 3 of 4 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 Page 4 of 4