ZF Commercial Vehicle Control Systems India Limited's Board of Directors approved the audited standalone and consolidated financial results for the quarter and year ended March 31, 2026. The board meeting, held on May 13, 2026, also approved a bonus share issuance, dividend recommendation, investment in its wholly owned subsidiary, and appointment of a cost auditor. Subsequently, on May 18, 2026, the company filed a Postal Ballot Notice under Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, initiating a remote e-voting process to seek shareholder approval for the increase in authorised share capital, consequential alterations to the Memorandum and Articles of Association, and the bonus issuance. The transcript of the earnings conference call scheduled for May 15, 2026, has been uploaded to the company's website.

Standalone Financial Performance

ZF Commercial Vehicle Control Systems India delivered a strong standalone performance for the full year. Revenue from operations grew to ₹4,05,547.93 lakhs from ₹3,80,408.92 lakhs in the previous year. Total income for the year stood at ₹4,24,131.37 lakhs against ₹3,91,383.82 lakhs previously. Profit after tax rose to ₹50,667.55 lakhs from ₹45,865.82 lakhs. The statutory audit report carries an unmodified opinion. Standalone revenue from operations comprised sale of products of ₹3,52,188.45 lakhs, sale/rendering of services of ₹50,580.00 lakhs, and other operating revenue of ₹2,779.48 lakhs for the full year. An exceptional item of ₹793.51 lakhs was recognised during the year, arising from a one-time increase in provision for employee benefits following the Government of India's notification of four Labour Codes on November 21, 2025.

The following table summarises the standalone financial results:

Standalone Balance Sheet Highlights

The audited standalone balance sheet as at March 31, 2026 reflects total assets of ₹4,36,790.61 lakhs compared to ₹3,76,048.89 lakhs in the prior year. Total equity stood at ₹3,67,637.10 lakhs, with other equity of ₹3,66,688.72 lakhs. Cash and cash equivalents at year-end were ₹18,707.32 lakhs, up from ₹12,720.44 lakhs. Net cash flow from operating activities for the year was ₹80,934.52 lakhs, while net cash used in investing activities was ₹(70,887.54) lakhs.

Consolidated Financial Performance

On a consolidated basis, which includes the wholly owned subsidiary ZF CV Control Systems Manufacturing India Private Limited, the group reported revenue from operations of ₹4,11,894.25 lakhs for the full year compared to ₹3,83,096.25 lakhs previously. Consolidated profit after tax for the year stood at ₹51,714.77 lakhs against ₹46,073.00 lakhs in the prior year. For Q4, consolidated net profit stood at ₹14,632.14 lakhs against ₹12,671.63 lakhs in the year-ago period, while revenue from operations came in at ₹1,15,523.39 lakhs versus ₹1,01,187.70 lakhs year-on-year. Consolidated revenue from operations comprised sale of products of ₹3,58,679.72 lakhs, sale/rendering of services of ₹50,410.19 lakhs, and other operating revenue of ₹2,804.34 lakhs for the full year.

Consolidated Balance Sheet Highlights

The audited consolidated balance sheet as at March 31, 2026 reflects total assets of ₹4,42,549.98 lakhs compared to ₹3,78,518.91 lakhs in the prior year. Total equity stood at ₹3,69,058.05 lakhs, with other equity of ₹3,68,109.67 lakhs. Consolidated cash and cash equivalents at year-end were ₹19,172.67 lakhs, up from ₹12,959.82 lakhs. Net cash flow from operating activities was ₹81,015.80 lakhs, while net cash used in investing activities was ₹(70,742.86) lakhs.

Bonus Issue, Postal Ballot, and AGM

The board approved several shareholder-friendly measures at its May 13, 2026 meeting. A final dividend of ₹4 per equity share of face value ₹5 each (80%) has been recommended for the financial year 2025-26, subject to shareholder approval at the forthcoming Annual General Meeting. If approved, the dividend shall be paid on or before August 22, 2026. The board also approved the issuance of bonus equity shares in the proportion of 5:1, i.e., 5 equity shares of ₹5 each for every 1 fully paid-up equity share of ₹5 each held, subject to shareholder and regulatory approvals. The record date for the bonus issue has been fixed as Wednesday, June 24, 2026, with the deemed date of allotment being Thursday, June 25, 2026, and shares allotted pursuant to the bonus issue shall be made available for trading on Monday, June 29, 2026. Post-bonus, the paid-up equity share capital will increase from 1,89,67,584 shares to 11,38,05,504 shares.

To facilitate shareholder approvals, the company issued a Postal Ballot Notice on May 18, 2026, with remote e-voting conducted through National Securities Depository Limited (NSDL). The e-voting period commences at 9:00 a.m. IST on Tuesday, May 19, 2026 and ends at 5:00 p.m. IST on Wednesday, June 17, 2026. The cut-off date for determining eligible members is Friday, May 15, 2026. Results of the voting will be announced on or before Friday, June 19, 2026. The resolutions being sought via postal ballot include: (1) approval for increase in authorised share capital and consequential alteration of the capital clause of the Memorandum of Association (Ordinary Resolution); (2) approval for consequential alteration of the capital clause of the Articles of Association (Special Resolution); and (3) approval for the bonus issuance, contingent upon the increase in authorised share capital (Ordinary Resolution). The Board has appointed Mr. G Karthikeyan, Partner, M/s. RSGK & Associates, as Scrutinizer for conducting the postal ballot process.

The 22nd Annual General Meeting is scheduled for Friday, July 24, 2026. The record date for the AGM and payment of final dividend is July 10, 2026. The bonus issue will be implemented within two months from the date of the board meeting at which the decision was taken, i.e., by Monday, July 13, 2026, in compliance with Regulation 295(1) of the ICDR Regulations.

Investment in Wholly Owned Subsidiary

The board approved an investment of ₹30,00,00,000 (Rupees Thirty Crores) in its wholly owned subsidiary, ZF CV Control Systems Manufacturing India Private Limited (ZF MIPL), by subscribing to ZF MIPL's proposed rights issue of 3,00,00,000 (Three Crore) 0.01% Non-Cumulative Optionally Convertible Redeemable Preference Shares (NCOCRPS) of face value ₹10 each at par. The funds will be utilised by ZF MIPL for capital expenditure, working capital requirements, and repayment of existing loans. The transaction is expected to be completed before June 30, 2026. ZF MIPL was incorporated on January 5, 2022, and is engaged in manufacturing of automotive components and accessories for commercial vehicles. Its turnover has grown significantly over the last three financial years, as shown below:

Other Board Decisions

The board appointed M/s. Jayaram & Associates, Cost Accountants, Chennai, as Cost Auditors for the financial year 2026-27. The firm was established in 2011 by CMA Dr. Jayaram Ramakrishnan and specialises in cost audits and multi-disciplinary consultancy services. Additionally, an earnings conference call to discuss the Q4 FY26 results was scheduled for May 15, 2026, at 14:30 hrs IST, organised by 360 ONE Capital Market Private Limited. Senior management participants included Managing Director Mr. Paramjit Singh Chadha, Chief Financial Officer Ms. Sweta Agarwal, and Head of OE Sales Mr. Shankar Venkatachalam. The transcript of this call has been uploaded on the company's website.

Earnings Call Highlights

During the earnings call, management highlighted that the Indian economy continued to demonstrate strong momentum with GDP expanding by 7.8% in Q3 of financial year '25-'26. The commercial vehicle industry delivered a robust 16.5% growth in production for the medium and heavy vehicle segment. The company's OE sales grew by 17.6% in FY '25-'26, outperforming industry growth. The aftermarket business reported revenue of INR584 crores, a growth of 15.6% compared to the previous financial year. Export revenue stood at INR1,025 crores, reflecting a decline of 11.1% year-on-year due to headwinds in the U.S. market, though the European market remained resilient. Management noted that while the overall outlook for the commercial vehicle industry remains positive, evolving geopolitical developments, particularly in West Asia, will need to be monitored. The company anticipates a capex spend of INR180 crores to INR190 crores in FY27.

ZF Commercial Vehicle Control Systems India Limited has officially confirmed the appointment of Ms. Claudia Christina Jehle as Additional Director (Non-Executive & Non-Independent) effective May 4, 2026, following the resignation of Dr. Lars Orlik from the Board. The development was communicated to stock exchanges under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, with formal documentation submitted by Compliance Officer C V Kavviya from the company's Chennai headquarters.

Director Resignation: Dr. Lars Orlik

Dr. Lars Orlik, holding DIN: 10390472, stepped down from his position as Non-Executive Non-Independent Director citing personal and professional commitments, with his resignation effective from the close of business hours on April 30, 2026. As a consequence of his departure, Dr. Orlik also ceased to be a member of the Audit Committee of the Board. The resignation was formally acknowledged by the Board of Directors, and the company maintained full transparency through proper regulatory disclosures.

New Board Appointment: Ms. Claudia Christina Jehle

In continuation of the stock exchange filing dated April 27, 2026, the Board of Directors has appointed Ms. Claudia Christina Jehle (DIN: 11680809) as Additional Director (Non-Executive & Non-Independent) in accordance with Section 161 of the Companies Act, 2013 and the Articles of Association of the Company, with effect from May 4, 2026. Subsequently, she has also been appointed as a member of the Audit Committee with effect from the same date, restoring the committee's composition following Dr. Orlik's exit. The company has confirmed that Ms. Jehle is not debarred from holding the office of Director by virtue of any SEBI Order or any other authority, in compliance with SEBI Letter dated June 14, 2018 and BSE Circular LIST/COMP/14/2018-19 dated June 20, 2018.

Regulatory Compliance and Stock Exchange Filing

The company filed all disclosures with BSE Limited and the National Stock Exchange of India Ltd pursuant to Regulation 30 read with Para A of Part A of Schedule III of the SEBI Listing Regulations, and in accordance with SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/1/3762/2026 dated January 30, 2026. All formal documentation was submitted from the company's registered office at Plot No. 3 (SP), Third Main Road, Ambattur Industrial Estate, Chennai - 600058.