ZF Commercial Vehicle Control Systems India Limited has initiated a postal ballot process to obtain shareholder approval for material related party transactions with ZF CV Systems Global GmbH for the financial year 2026-27. The company announced this development through a regulatory filing dated February 18, 2026.

Transaction Details and Approval Process

The postal ballot seeks approval for transactions worth up to Rs. 2,500 crores with ZF CV Systems Global GmbH, a fellow subsidiary and related party under SEBI regulations. The transactions will encompass various business activities including purchase and sale of goods, property, plant and equipment, rendering and receiving of services, reimbursements, and other related activities.

E-Voting Schedule and Process

The company has arranged for electronic voting through National Securities Depository Limited (NSDL) as the service provider. Shareholders whose names appear on the Register of Members as on February 13, 2026 (cut-off date) will be eligible to participate in the voting process.

Historical Transaction Performance

The company has maintained significant business relationships with ZF CV Systems Global GmbH in previous financial years. During FY 2024-25, the aggregate transactions with this related party reached substantial levels across multiple business segments.

For the nine months ended December 31, 2025, transactions with ZF Global CVS aggregated to Rs. 1,069.61 crores, representing 36.17% of consolidated turnover for the period.

Business Rationale and Regulatory Compliance

ZF CV Systems Global GmbH serves as the global headquarters for Commercial Vehicle Solutions business of the ZF Group and acts as the principal manufacturer of Autonomous, Electric and Connected products. The entity also functions as a master distributor for cross-regional sales of existing ZF products, making it a major overseas customer of the company.

The transactions are structured to be conducted in the ordinary course of business and at arm's length basis. The Audit Committee has reviewed and approved these transactions, confirming they are in the best interest of the company. The Board of Directors has recommended the resolution for shareholder approval.

Scrutinizer and Governance

The company has appointed Mr. G Karthikeyan, Partner at M/s. RSGK & Associates (Membership No. A19411 / CoP No. 21869), as the Scrutinizer for conducting the postal ballot process. The scrutinizer will ensure fair and transparent conduct of the e-voting process and submit the final report to the company's Chairman.

The postal ballot notice is being distributed electronically to shareholders who have registered their email addresses with the company, depositories, or depository participants. Physical copies are not being sent in accordance with regulatory guidelines for electronic communication.

ZF Commercial Vehicle Control Systems India Limited announced its unaudited financial results for the third quarter of FY26, demonstrating solid performance across key financial metrics. The Chennai-based automotive components manufacturer reported encouraging growth in both standalone and consolidated operations for the quarter ended 31st December 2025.

Financial Performance Overview

The company's consolidated financial results showed robust revenue growth, with total income reaching ₹110,495.66 lakhs compared to ₹97,893.18 lakhs in the corresponding quarter of the previous year. This growth was primarily driven by strong performance in the automotive components and allied services segment.

Standalone Results Performance

On a standalone basis, the company reported revenue from operations of ₹105,765.40 lakhs for Q3 FY26, compared to ₹95,588.98 lakhs in Q3 FY25. Net profit after tax on standalone basis reached ₹13,868.20 lakhs versus ₹12,490.83 lakhs in the previous year's corresponding quarter.

Nine-Month Period Results

For the nine-month period ended 31st December 2025, consolidated revenue from operations stood at ₹296,370.86 lakhs compared to ₹281,908.55 lakhs in the corresponding period of the previous year. Consolidated net profit after tax for the nine-month period was ₹37,082.63 lakhs against ₹33,401.37 lakhs in the previous year.

Exceptional Items and Labour Code Impact

The company recognized an exceptional item of ₹793.51 lakhs during the quarter, related to the implementation of new Labour Codes notified by the Government of India on 21st November 2025. This one-time provision increase for employee benefits arose from the consolidation of existing labour laws under four new codes.

Corporate Developments

The Board of Directors approved conducting a postal ballot process to seek shareholder approval for proposed material related party transactions with ZF CV Systems Global GmbH during FY 2026-27. The cut-off date for determining eligible members for the postal ballot process has been set as 13th February 2026.

Earnings Call Recording Available

Following the investor earnings call held for Q3 FY26 financial performance, the company has made the audio recording available on its official website. The recording can be accessed through the investor relations section and provides detailed insights into the company's quarterly performance and management commentary.

Business Segment Information

The company operates in a single segment of automotive components and allied services. Revenue breakdown for Q3 FY26 on consolidated basis included sale of products at ₹94,058.58 lakhs, sale/rendering of services at ₹12,639.13 lakhs, and other operating revenue of ₹793.38 lakhs.

The financial results were reviewed by the Audit Committee and approved by the Board of Directors at their meeting held on 10th February 2026. The results have been subjected to limited review by statutory auditors B S R & Co. LLP, who issued an unqualified review report.