ZF Commercial Vehicle Control Systems India Limited (ZFCV India) has initiated a postal ballot process to seek shareholder approval for the appointment of Mr. Ivan Brajdic as a Non-Executive Non-Independent Director. The company is conducting this process in compliance with regulatory requirements.

Key Details of the Postal Ballot

• Appointment Proposal: Mr. Ivan Brajdic (DIN: 11347495) to be appointed as a Non-Executive Non-Independent Director
• Voting Period: November 19, 2025 to December 18, 2025
• Voting Method: Remote e-voting through National Securities Depository Limited (NSDL)
• Results Announcement: On or before December 22, 2025

About the Proposed Director

Mr. Ivan Brajdic brings significant experience to the board:

• Current Role: Senior Vice President – Research & Development (R&D) in ZF Group – CVS Division
• Experience: 25 years in high-tech products and R&D, including 15 years in global leadership positions
• Education: Mechanical Engineering from the University of Stuttgart, Germany
• Previous Positions: Held leadership roles at Ricardo GmbH, Mercedes-AMG GmbH, and Daimler Chrysler AG

Appointment Details

• Appointment Date: Initially appointed as Additional Director effective November 5, 2025
• Shareholder Approval: Required within three months of appointment as per SEBI regulations
• Board Recommendation: The Board recommends passing the resolution as an ordinary resolution

Voting Process

Shareholders can cast their votes electronically through the NSDL e-voting system. The company has provided detailed instructions for various categories of shareholders, including those holding shares in demat mode with NSDL or CDSL, and those holding shares in physical form.

Corporate Governance Compliance

ZFCV India has ensured compliance with regulatory requirements:

• Received necessary disclosures and declarations from Mr. Brajdic
• Obtained a notice from a member under Section 160 of the Companies Act, 2013
• Disclosed all material information as per SEBI Listing Regulations and Secretarial Standards

This postal ballot process demonstrates ZFCV India's commitment to corporate governance and shareholder participation in key decisions. The appointment of Mr. Brajdic, with his extensive experience in R&D and global leadership, may contribute to the company's strategic direction in the commercial vehicle control systems sector.

ZF Commercial Vehicle Control Systems India Limited (ZF CVCS India) has reported a marginal 0.8% year-on-year increase in consolidated revenue for the quarter ended September 30, 2025. The company's financial performance, while showing resilience, reflects the challenges and opportunities in the commercial vehicle sector.

Financial Highlights

• Consolidated revenue for Q2 FY26 reached INR 958.21 crores, up from INR 950.18 crores in the same quarter last year.
• For the first half of FY26, consolidated net profit grew by 10.6% to INR 230.65 crores, compared to INR 208.55 crores in H1 FY25.
• The company maintained an EBITDA margin of 22.9% in Q2 FY26.
• Profit after tax for Q2 FY26 stood at INR 108.30 crores.

Segment Performance

• OE sales growth was primarily driven by higher ESC (Electronic Stability Control) penetration due to updated regulations effective September 2025.
• The decline in exports was mainly due to volume reduction in the U.S. market, attributed to tariff-related cost pressures.
• Growth in export of services was driven by increased engineering activities delivered from India to global centers.

Operational Highlights

• Production of 60-dia exhaust brake wall and brake signal transmitter for e-mobility applications started at the Oragadam facility.
• The company is actively engaged with OEMs regarding the implementation of Advanced Driver Assistance Systems (ADAS) and Advanced Emergency Braking Systems (AEBS).
• ZF CVCS India maintains a strong position in the Electronic Braking System (EBS) market, particularly for electric vehicles.

Market Dynamics and Future Outlook

• The commercial vehicle industry in India showed growth, with production of CVs above 6 tons increasing by 7.6% year-on-year.
• The e-bus segment demonstrated a 37% increase in H1 FY26 compared to the previous year.
• ZF CVCS India is the primary supplier of e-compressors for electric buses among Indian OEMs.
• The company is working on expanding its presence in the Light Commercial Vehicle (LCV) segment, focusing on hydraulic ESC and other braking system products.

Management Commentary

Paramjit Singh Chadha, Managing Director of ZF CVCS India, stated, "Despite multiple headwinds, we remain resilient in a volatile macroeconomic environment and are poised to support the demand from our valued customers. We continue to work towards sustained growth for all our stakeholders, investors, business partners, and employees."

The company's focus on technological advancements, particularly in areas such as electronic stability control, e-mobility solutions, and ADAS, positions it well to capitalize on emerging opportunities in the evolving commercial vehicle market. However, challenges such as export market volatility and potential regulatory changes may require continued strategic adaptation.

As the commercial vehicle industry in India continues to grow and evolve, ZF CVCS India's diverse product portfolio and focus on innovation are likely to play crucial roles in its future performance and market position.