Shareholders meeting

Commercial Vehicle Solutions Department Finance ZF Group · ZF Commercial Vehicle Control Systems India Limited, Chennai 600058 From C V Kavviya Phone +91 044-4224 2000 Email cv.kavviya@zf.com Date July 2, 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, Trading Symbol: ZFCVINDIA Bandra - Kurla Complex, Bandra (E), Mumbai 400 051. ISIN: INE342J01019 Dear Sir/Madam, Sub: Notice convening the 22nd Annual General Meeting (July 24, 2026) In continuation of our letter dated May 13, 2026, and pursuant to Regulation 34(1) of the Securities Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, we enclose herewith the Notice convening 22nd Annual General Meeting of the Company scheduled to be held on Friday, July 24, 2026 at 15.00 Hours (IST) through VC/OAVM, in compliance with applicable Ministry of Corporate Affairs. The same is being sent through electronic mode to those Members whose e-mail addresses are registered with the Company/ Registrar & Share Transfer Agent/Depository Participant(s) and it is also available on the website of the Company at : ZF CV India Investor Relations - ZF Kindly take the above information on your record and dissemination please. Thank 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. 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 Notice NOTICE OF THE 22ND ANNUAL GENERAL MEETING TO THE MEMBERS NOTICE is hereby given that the 22nd Annual General of the Board and Non-Executive Non-Independent Meeting of the members of the Company (AGM) will be Director who retires by rotation at the 22nd Annual held on Friday, July 24, 2026 at 15.00 Hours (IST) through General Meeting, being eligible and willing for re- Video Conferencing (VC) / Other Audio-Visual Means appointment and recommended by the Nomination (OAVM) to transact the following business: and Remuneration Committee and the Board of Directors for such re-appointment, be and is hereby ORDINARY BUSINESS: re-appointed as a Director of the Company, liable to 1. To consider and to give your assent or dissent to retirement by rotation. the following ordinary resolution: SPECIAL BUSINESS: RESOLVED THAT the Audited (Standalone and Consolidated) Financial Statements of the Company for 4. To consider and to give your assent or dissent to the Financial Year ended March 31, 2026 consisting of the following ordinary resolution: the balance sheet as at March 31, 2026, the statement RESOLVED THAT pursuant to Section 148 of the of profit and loss, the statement of cash flow and Companies Act, 2013 and the Companies (Audit statement of changes in equity for the Financial Year and Auditors) Rules, 2014, the remuneration of INR ended March 31, 2026 and the explanatory notes 4,50,000/- (Rupees Four lakhs Fifty Thousand only) annexed to or forming part thereof, together with the plus applicable taxes and out of pocket expenses reports of the Auditor’s and Board of Directors thereon, at actuals, payable for the financial year ending on be and are hereby adopted. March 31, 2027 to M/s. Jayaram & Associates, Cost Accountants, having firm registration number 101077, 2. To consider and to give your assent or dissent to as fixed by the Board of Directors at the time of their the following ordinary resolution: appointment as the Cost Auditor to audit the cost RESOLVED THAT pursuant to Section 123 and other records of the Company for the said financial year, be applicable provisions of the Companies Act, 2013, and is hereby ratified. the Rules made thereunder and pursuant to the recommendation of the Board of Directors of the 5. To consider and to give your assent or dissent to Company, a dividend of INR 4/- (Rupees four only) per the following ordinary resolution: share on equity shares of INR 5/- (Rupees Five only) RESOLVED THAT pursuant to provisions of Sections each fully paid up, be and is hereby declared for the 149, 152, 161 and all other applicable provisions, financial year ended March 31, 2026, out of the profits if any, of the Companies Act, 2013 and Companies of the Company for the said financial year arrived (Appointment and Qualification of Directors) Rules, at after providing for the applicable depreciation, 2014, Regulation 17 of SEBI (Listing Obligations and and that the said Dividend shall be paid to the Disclosure Requirements) Regulations, 2015 (“Listing Shareholders whose names appear in the register of Regulations”) and other applicable regulations of the members (for shares held in physical form) / register Listing Regulations and based on the recommendation of beneficial owners of the Company’s shares (for of the Nomination and Remuneration Committee shares held in dematerialised form) maintained by the (NRC) Ms. Claudia Christina Jehle (DIN: 11680809) depositories, as at the close of July 10, 2026 being the who was appointed as an Additional Director in the record date fixed for this purpose. capacity of Non-Executive Non-Independent Director 3. To consider and to give your assent or dissent to of the Company with effect from May 4, 2026 by the the following ordinary resolution: Board of Directors, and who holds office upto the RESOLVED THAT pursuant to Section 152 and other date of this Annual General Meeting and in respect of applicable provisions of the Companies Act, 2013, whom, the Company has received a notice in writing the Rules made thereunder and Regulation 17 of from a member under Section 160 of the Companies the Securities and Exchange Board of India (Listing Act, 2013, be and is hereby appointed as Non- Obligations and Disclosure Requirements) Regulations, Executive Non-Independent Director of the Company, 2015, Mr. Akash Passey (DIN: 01198068), Chairman liable to retire by rotation. ZF Commercial Vehicle Control Systems India Limited 1 Integrated Annual Report 2025-26 RESOLVED FURTHER THAT the Board be and is hereby authorised to do all acts and take all such steps as may be necessary, proper or expedient to give effect to this resolution. By order of the Board For ZF Commercial Vehicle Control Systems India Limited Paramjit Singh Chadha Lucknow Managing Director May 13, 2026 (DIN: 06972549) Registered Office: CIN: L34103TN2004PLC054667 ZF Commercial Vehicle Control Systems India Limited, Plot No.3, (SP), III Main Road, Ambattur Industrial Estate, Chennai - 600 058 Notice Statement of material facts pursuant to Section 102 of Railways, Mining, Agriculture, Marine and Wind Power. the Companies Act, 2013 With over three decades of experience in global automotive The following statement sets out all material facts relating and mobility ecosystem, Mr. Akash is setting ZF Group in to the ordinary / special businesses mentioned in the the region on the fast track to growth with a vision closely accompanying Notice dated May 13, 2026 and shall be aligned with ZF Group globally and rooted in the market taken as forming part of the Notice. requirements of an emerging market. Mr. Akash is driving strategic growth, operational Item No. 3 transformation, and technology-focused mobility solutions Mr. Akash Passey (DIN: 01198068) was appointed as an across the region. His vision for a future-ready talent and Additional Director in the category of Non- Executive Non strong appreciation for innovation have positioned the – Independent Director and Chairman of the Board, by company as a highly visible brand and sustainable long- the Board throu [Showing first 8,000 characters — download PDF for full document]