The Directors have pleasure in presenting Integrated Annual Report of ZF Commercial Vehicle Control Systems India Limited ('the Company') together with the audited financial statements (standalone & consolidated) and auditors' report thereon for the financial year ended 31^st March 2024.

1. Financial Highlights

* Consolidation of financials for FY 2022-23 is considered for 15 months of audited statements, as the first financial year is ending on 31^st March 2023 for the Wholly owned subsidiary Company (ZF CV Control Systems Manufacturing India Private Limited).

2. Dividend

Based on the Company's performance, the Board of Directors has recommended a dividend of Rs. 17/- per equity share for the year ended 31^st March 2024. The dividend on equity shares if approved by the members would involve a cash outflow of C 3224.49/- lakhs and a dividend payout ratio of 7.97 % of the standalone profits of the Company.

The Dividend Distribution Policy, in terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations") is available on the Company's website at https://www.zf.com/mobile/en/ company/investor_relations/zf_cv_india_investor_relations/ zf_cv_india_ir.html

Transfer of Unclaimed Dividend to IEPF:

Dividends that are unclaimed/unpaid for a period of seven years are required to be transferred to the Investor Education and Protection Fund (“IEPF") administered by the Central Government, as per Companies Act 2013 (“the Act"). An amount of Rs. 4,47,648 /- (Rupees Four Lakhs

Forty-Seven Thousand Six Hundred and Forty-Eight only) being unclaimed Final dividend of the Company for the financial year ended 31^st March, 2016 was transferred in September, 2023 to IEPF.

Transfer to reserves

The closing balance of the retained earnings of the Company for financial year 2023-24, after all appropriation and adjustments was C 2,531.35 crores.

The Board of Directors has decided to retain the entire amount of profit for the FY 2023-24 in the retained earnings.

3. Performance

During the year 2023-24, the Company achieved highest ever total income of C 3,879 crores as against C 3,512 crores in the previous year. The profit before tax was C 544 crores as against C 427 crores in the previous year and the Profit after tax was C 405 crores as against C 318 crores in the previous year. There has been no change in the nature of business of the Company during the financial year ended 31^st March 2024.

4. Capital Expenditure

Capital expenditure of C 185.31 Crores was incurred during the year 2023-24 as against the revised estimate of C 215 Crores. Capital Expenditure of C 200 Crores is planned for the year 2024-25.

5. Directors and Key Managerial Personnel

As on March 31, 2024, the Company had seven Directors with an optimum combination of Executive and NonExecutive Directors including two women Directors. The Board comprises of six Non-Executive Directors, out of which four are Independent Directors.

During the year, the Members approved the following appointment and re-appointment of Directors:

» Appointment of Ms. Amrita Verma Chowdhury (DIN 02178520) as an Independent Director of the Company for a term of five years from 27^th October 2023 to 26^th October 2028.

» Appointment of Ms. Rashmi Urdhwareshe (DIN

08668140) as an Independent Director of the Company for a term of five years from 20^th March 2024 to 19^th March 2029.

» Re-appointment of Mr. P Kaniappan (DIN 02696192) as Managing Director of the Company for a further period from 17^th June 2024 to 31^st December 2024.

During the year, Dr. Lakshmi Venu (DIN: 02702020), an Independent Director of the Company has resigned from the Board with effect from close of business hours on 30^th October 2023 (i.e., 31^st October 2023). The Board places on record its deep sense of appreciation for her guidance and invaluable contributions.

Mr. Akash Passey (DIN 01198068) has been appointed as an Additional Director in the capacity of a Non-Executive Non-Independent Director and Chairman of the Company with effect from May 22, 2024 subject to the approval of the shareholders. A resolution seeking Shareholders' approval for his appointment along with other required details forms part of the Notice of upcoming Annual General Meeting (AGM).

Mr. Neeraj Sagar (DIN 09475452) has been appointed as a Non-Executive Independent Director of the Company for a term of five consecutive years from May 22, 2024 to May 21, 2029, subject to the approval of the shareholders.

A resolution seeking Shareholders' approval for his appointment along with other required details forms part of the Notice of upcoming AGM.

Mr. M Lakshminarayan ceased from the Board as a Chairman and Independent Director of the Company with

effect from the close of business hours on 31^st March 2024 due to the completion of his second term of five consecutive years as an Independent Director of the Company. The Board expressed its deep sense of appreciation for Mr. M Lakshminarayan's leadership and acknowledges his immense efforts and contributions towards his financial expertise and business decisions.

Retirement by rotation

Dr. Christian Oliver Brenneke (DIN 08344547), retires by rotation and being eligible, offers himself for reappointment. A resolution seeking Shareholders' approval for his re-appointment along with other required details forms part of the Notice of upcoming AGM.

Independent Directors

In terms of Section 149 of the Companies Act, 2013 (the Act) and SEBI Listing Regulations, Mr. Mahesh Chhabria,

Ms. Amrita Verma Chowdhury, Ms. Rashmi Urdhwareshe and Mr. Neeraj Sagar are Independent Directors of the Company as on date of this report.

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrity and repute. They fulfil the conditions specified in the applicable laws and are independent of the management of the Company.

All Independent Directors of the Company have given requisite declarations under Section 149(7) of the Act, that they meet the criteria of independence as laid down under Section 149(6) of the Act along with Rules framed thereunder, Regulation 16(1 )(b) of SEBI Listing Regulations and have complied with the Code of Conduct of the Company as applicable to the Board of Directors and Senior Management.

During the year under review, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses, if any.

In terms of Regulation 25(8) of the SEBI Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence. The Company has received confirmation from all the Independent Directors about their registration on the Independent Directors Database maintained by the Indian Institute of Corporate Affairs, in terms of Section

150 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014.

A separate meeting of Independent Directors was held during the year as per the provisions of the Companies Act and SEBI Listing Regulations.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Key Managerial Personnel of the Company for the FY 202324 are as follows:-

Mr. P Kaniappan - Managing Director *Mr. R S Rajagopal Sastry - Chief Financial Officer **Ms. Sweta Agarwal - Chief Financial Officer Ms. Muthulakshmi M - Company Secretary

*Mr. R S Rajagopal Sastry ceased to be the Chief Financial Officer of the Company with effect from close of business hours on 16^th January 2024 consequent to his resignation. ** Ms. Sweta Agarwal has been appointed as Chief Financial Officer of the Company with effect from 10^th January 2024.

6. Audit Committee and Auditors

6.1 Audit Committee

The details pertaining to the composition of the Audit Committee are included in the Corporate Governance Report, which is a part of this report.

6.2 Statutory Auditor

M/s. B S R & Co. LLP, Chartered Accountants, holding firm Registration No 101248W/W-100022 have been appointed as statutory auditors of the Company by the shareholders for a term of five consecutive years from the conclusion of 15^th Annual General Meeting up to the conclusion of the 20^th Annual General Meeting as per the Section 139 of the Companies Act, 2013.

The Consolidated remuneration paid to Auditors / affiliated firms / entities for Audit and services rendered in other capacities is provided in the notes to the standalone financial statements.

The Auditors' report for the financial year 2023-24 does not contain any qualification, reservation or adverse remark

or disclaimer and the same is attached with the annual financial statements.

Due to the completion of first term of five consecutive years as statutory auditors, M/s. B S R & Co. LLP,

Chartered Accountants, are proposed to be re-appointed as statutory auditors of the Company for a second term of five consecutive years from the conclusion of 20^th Annual General Meeting until the conclusion of the 25^th Annual General Meeting of the Company to be held in the year 2029.

6.3 Secretarial Auditor

M/s. S Krishnamurthy & Co., Company Secretaries have carried out Secretarial Audit under the provisions of Sectior 204 of the Act, for the financial year 2023-24 and submitted their report, which is annexed to this report as Annexure - 5. The said secretarial audit report does not contain any qualification, reservation or adverse remark or disclaimer.

The Board of Directors of the Company has on the recommendation of the Audit Committee, approved the re-appointment of M/s. S Krishnamurthy & Co., a firm of Company Secretaries in Practice (Firm Registration Number: P1994TN045300) as the Secretarial Auditors of the Company to conduct secretarial audit for the Financial Year 2024-25.

6.4 Cost Auditor

As per Section 148(1) of the Companies Act, 2013, the Company is required to have the audit of its cost records by a Cost Accountant. The Board of Directors of the Company has on the recommendation of the Audit Committee, approved the re-appointment of M/s. A. N Raman & Associates, Cost Accountants in Practice (Registration No. 102111) as the Cost Auditors of the Company to audit the cost records for relevant products prescribed under the Companies (Cost Records and Audit) Rules, 2014 for the year ending March 31, 2025. M/s. A. N Raman & Associate: confirmed under Section 139(1) of the Act and the Rules framed thereunder and furnished a certificate of their eligibility and consent for appointment.

The Board on recommendations of the Audit Committee have approved the remuneration payable to the Cost Auditor, subject to ratification of their remuneration by the Shareholders at the upcoming AGM. The resolution approving the above proposal is being placed for approval of the Shareholders in the Notice for this AGM.

The cost accounts and records of the Company are duly prepared and maintained as required under Section 148(1) of Act.

The cost audit report for the year 2022-23 has been filed with the Ministry of Corporate Affairs in the prescribed form within due date. The cost audit report for the year 2023-24 will also be filed within the stipulated time.

During the year under review, the Statutory Auditors,

Cost Auditors and Secretarial Auditor have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12) of the Companies Act, 2013.

7. Particulars of Loans, Guarantees or Investments

During the year under review, the Company has not made any investment nor Guarantee nor security to any person or other body corporate under Section 186 of the Act.

The Company had given Inter-Corporate Loan amounting to C 10 Crores to M/s. ZF CV Control Systems Manufacturing India Private Limited (Wholly owned Subsidiary) during the Financial Year 2023-24.

8. Wholly Owned Subsidiary

ZF CV Control Systems Manufacturing India Private Limited was incorporated with effect from 5^th January 2022 as a wholly owned subsidiary (WoS) of the Company, to Manufacture and sale of auto ancillary parts for domestic and export markets.

The Share capital of the WoS is C 100 Lakhs and it has commenced its commercial production in the previous financial year. The Wholly owned Subsidiary achieved highest ever total income of C 3475.93 Lakhs as against C 62.98 Lakhs in the previous year. The profit before tax was C 201.52 Lakhs as against C 2.60 Lakhs in the previous year and the Profit after tax was C 166.93 as against C 1.60 Lakhs in the previous year. There has been no change in the nature of business of the Company during the financial year ended 31^st March 2024. Statement containing salient features of the financial statement of the Subsidiary is given in Annexure 3 to this report.

9. Annual Evaluation of the Board's Performance

The Board adopted a formal mechanism for evaluating its performance and as well as that of its Committees and Directors, including the Chairman of the Board as per the requirements as specified in the guidance note issued by the Securities Exchange Board of India (SEBI) and the provisions of the Companies Act, 2013. The performance

evaluation exercise was carried out through a structured evaluation process (by circulation of detailed evaluation matrix to all the Directors and was reviewed & confirmed by each Director) covering various aspects of the functioning of the Board and Committees such as their composition, experience & competencies, performance of specific duties & obligations, governance issues etc.

NRC reviewed the performance of individual Directors on the basis of criteria as specified in the Guidance note and in a separate meeting of independent directors, performance of Non-Independent Directors and the Board as a whole was evaluated. The above evaluations were then discussed in the Board meeting and performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated and the Board was satisfied with their performances, which reflected the overall engagement of the Board, Committees, and the directors with the Company.

10. Vigil Mechanism / Whistle Blower Policy

The Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity, and ethical behaviour. In line with the ZF Code of Conduct ('CoC'), any actual or potential violation, howsoever insignificant or perceived as such, would be a matter of serious concern for the Company. The role of the employees in pointing out such violations of the CoC cannot be undermined. Hence, the Company has established a vigil mechanism through “ZF Commercial Vehicle Control Systems India Limited Whistle Blower Policy" to enable employees, trainees, Directors, and Vendors of the Company, to report genuine concerns, unethical behaviour, actual or suspected fraud, violation of Company's Insider Trading Code, any unlawful act or violation of the Company's Code of Conduct.

The mechanism provides for adequate safeguards against victimization of the whistle blower and direct access to the Chairman of the Audit Committee.

During this financial year, the Company received one whistle blower complaint. The allegations levelled in the complaint were not substantiated during the investigation.

11. Business Responsibility and Sustainability Reporting

As mandated by SEBI, the Company is publishing its Business Responsibility and Sustainability Reporting (BRSR) from the Financial Year 2021-22. For the year ended 31^st March 2024, the Company is in 231^st Position (BSE) as

per the market capitalization and hence as per the Listing Regulations, the Company has prepared the BRSR for the year ended March 31, 2024, as per the prescribed format which forms part of the annual report.

Mr. P Kaniappan, Managing Director of the Company is responsible for the implementation and oversight of the Policies relating to various principles of BRSR and to take forward the ESG initiatives.

12. Statutory Statements

12.1 Conservation of energy, Research & Development Expenses and Foreign exchange earnings and outgo

Information regarding conservation of energy, research & development expenses and foreign exchange earnings and outgo is given in Annexure 1 to this report, as per the requirements of Section 134(3)(m) of the Act.

12.2 Corporate Social Responsibility (CSR)

The Company's CSR initiatives and activities are aligned to the requirements of Section 135 of the Act. A brief outline of the CSR policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure 2 of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. This Policy is available on the Company's website at https://www.zf.com/mobile/en/ company/investor_relations/zf_cv_india_investor_relations/ zf_cv_india_ir.html

For other details regarding the CSR Committee, please refer to the Corporate Governance Report, which is a part of this report.

12.3 Directors' Responsibility Statement

Pursuant to Section 134(3)(c) & 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirm that:

a. In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures.

b. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give

a true and fair view of the state of affairs of the Company as on 31^st March 2024 and of the profit of the Company for the year ended on that date;

As per regulation 23(4) of Listing Regulations, prior approval of shareholders through postal ballot was obtained for the material related party transactions for the year ended 31^st March 2024 entered between the Company and M/S. ZF CV Systems Global GmbH & M/s. ZF CV Systems North America LLC, fellow subsidiaries of the Company, on 12.03.2023 and the actual transactions for the year ended 31^st March 2024 with these two entities were enclosed as Annexure - 4 to this report.

Also, prior approval of shareholders for the proposed material related party transactions for the financial year 2024-25 between the Company and M/s. ZF CV Systems Global GmbH, fellow subsidiary of the company, was obtained through postal ballot on 09.03.2024.

All transactions with related parties are placed before the Audit Committee and prior approval of the Audit Committee is obtained. The Company has developed a Related Party Transactions Policy for the purpose of identification and monitoring of such transactions.

13.5 Internal financial control systems and their adequacy:

The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis Report, which is a part of this report.

13.6 Risk management:

The Board of Directors of the Company has a Risk Management Committee to frame, implement, monitor the risk management activities and review the Enterprise Risk Management framework of the Company. The Audit Committee has additional oversight in the area of financial risks and controls.

The development and implementation of risk management policy has been covered in the Management Discussion and Analysis Report, which forms part of this report.

14. Policies

The following policies approved by the Board of Directors of the Company were uploaded and are available in the Company's website at the web link: https://www.zf.com/ mobile/en/company/investor_relations/zf_cv_india_investor_ relations/zf_cv_india_ir.html

14.1.1 Code of Business conduct and ethics by the Board Members & Senior Management

14.1.2 Corporate Social Responsibility Policy

14.1.3 Related Party Transaction Policy

14.1.4 N omination and Remuneration Policy

14.1.5 Whistle Blower Policy

14.1.6 Policy for Prohibition of Insider Trading

14.1.7 Policy on Criteria for Determining Materiality of Events

14.1.8 Di vidend Distribution Policy

14.1.9 Corporate Governance Policy

14.1.10 Policy on Familiarisation of Independent Directors and Other Programs

14.1.11 Policy for determining Material Subsidiaries

14.1.12 Policy for Preservation and Archival of Documents

14.2 Company's policy on Directors' appointment and remuneration including criteria determining the qualification, positive attributes, independence of a Director and other matters provided under Section 178(3) of the Act is provided in the Corporate Governance Report which is a part of this report and is also available on the Company's website at https://www.zf.com/mobile/en/company/ investor_relations/zf_cv_india_investor_relations/zf_cv_ india_ir.html

15. Particulars of Employees

The information under Section 197 of the Act read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

Directors other than those mentioned above i.e. NonExecutive, Non-Independent Directors have not drawn any remuneration including Sitting Fees & Commission, for the financial year 2023-24.

15.2 The percentage increase in the median remuneration of employees in the financial year: 25.69%

15.3 The number of permanent employees on the rolls of Company as on 31^st March 2024: 2350.

15.4 Average percentage increase already made in the salaries of employees other than the managerial personnel in the last financial year is in the range of 9 to 11 %. Percentage increase in the managerial remuneration in the last financial year: 16.48%. There are no exceptional circumstances for increase in the managerial remuneration. With respect to the Managerial Personnel, variable component is paid in the form of incentive, as per the remuneration policy of the Company and based on the financial and non-financial parameters and based on

their individual performance and the performance of the Company. The Board at its meeting dated 24^th May 2024, approved the commission to be paid to Non-Executive Independent Directors as C 30 Lakhs to Mr. M. Lakshminarayan, C 35 Lakhs to Mr. Mahesh Chhabria, C 14.55 Lakhs to Dr. Lakshmi Venu, C 10.73 Lakhs to Ms. Amrita Verma Chowdhury and C 0.82 Lakhs to Ms. Rashmi Urdhwareshe respectively.

15.5 The key parameters for any variable component of remuneration availed by the Directors: Independent Directors have been paid sitting fees for attending meetings of the Board and Committees and paid a profit related commission, but not exceeding 1% of the net profit of

the Company for the financial year. No sitting fee and commission are paid to non-executive and non-independent Directors of the Company. However, variable component is paid in the form of incentive, as per the Remuneration

Policy of the Company and based on the financial and non-financial parameters, to Mr. P. Kaniappan, Managing Director.

15.6 The remuneration of Directors and employees are as per the remuneration policy of the Company.

15.7 The statement containing names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Act read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate annexure forming part of this report. Further, this report and the accounts are being sent to the Members excluding the aforesaid annexure. In terms of Section 136 of the Act, the said annexure is open for inspection and any Member interested in obtaining a copy of the same may write to the Company Secretary.

16. Corporate Governance

The Company has complied with the provisions of the Listing Regulations concerning corporate governance and a report to this effect is attached, as required under Schedule V of the Listing Regulations. The certificate issued by the auditors of the Company regarding compliance with the corporate governance requirements is also annexed to this report. The Managing Director (CEO) and the Chief Financial Officer (CFO) of the Company have certified to the Board on financial statements and other matters in accordance with Regulation 17(8) of the Listing Regulations pertaining to CEO / CFO certification for the financial year ended 31^st March 2024. Further, applicable Secretarial Standards have been complied with. The Management Discussion and Analysis Report, as required by the Listing Regulation and various disclosures required under the Act is also attached and forms part of this report.

17. Familiarization Programme For Independent Directors

The Company has a structured familiarisation program for Independent Directors of the Company which also extends to other Non-Executive Directors to ensure that Directors are familiarised with their function, role, rights, responsibilities, and the nature of the Company's Business viz., automotive component industry and ZF global business model, etc. The Board of Directors has complete access to the information within the Company. Presentations are made to the Board of Directors at all the Meetings and Committees of the Board on various matters, where Directors get an opportunity to interact with Senior Management. Presentations, inter alia, cover the Company's strategy, business model, operations, markets, organization structure, product offerings, finance, risk management framework, quarterly and annual results, human resources, technology, quality, and such other areas as may arise from time to time.

The Company also issues appointment letters to the Independent Directors which also incorporates their role, duties and responsibilities. Further, regulatory updates on regulatory changes are also periodically placed before the Board. The details of familiarisation programme have been hosted in the web site of the Company under the weblink https://www.zf.com/mobile/en/company/investor_relations/ zf_cv_india_investor_relations/zf_cv_india_ir.html

18. Other Particulars

» The Company has not accepted any deposits from the public within the meaning of Sections 76 of the Companies Act, 2013 for the year ended 31^st March 2024.

» There are no significant and material orders passed by regulators or courts or tribunals, which would impact the going concern status of the Company and its future operations.

» The Company does not have any associate or joint

venture during the financial year 2023-24, apart from one wholly owned subsidiary incorporated in the financial year 2021-22.

» There was no Company which has become or ceased to be Company's subsidiary, Joint venture or associate during the financial year 2023-24.

» The Company has not raised any funds during the year.

» The Company has not taken any loan during the year and neither there are any outstanding loans as on 31^st March 2024. Hence there were no instances of any one-time settlement, nor any valuation done in this regard.

» The Company neither filed an application during the year under review nor there are any proceedings

pending against the Company under the Insolvency and Bankruptcy Code, 2016 as of March 31, 2024.

» The Company has not transferred any amount to general reserves during the year ended 31^st March 2024.

» There are no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year 31^st March 2024 and at the date of this report.

» Disclosure Under THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013: The Company has adopted the Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. In compliance with the provisions under Section 4 of the aforesaid act, Internal Complaints Committee (ICC) of the Company has been constituted to redress complaints regarding sexual harassment. No complaint was received during the year 2023-24.

19. Integrated Report

The Company has voluntarily provided Integrated Report, which encompasses both financial and non-financial information to enable the Members to take well-informed decisions and have a better understanding of the Company's long-term perspective. The Report also touches upon aspects such as organization's strategy, governance framework, performance and prospects of value creation based on the six forms of capital viz. financial capital, intellectual capital, human capital, manufactured capital, social capital and natural capital.

Acknowledgement

The Directors thank the vehicle manufacturers, distributors, vendors and bankers for their continued support and assistance. The Directors gratefully acknowledge the support rendered by ZF Friedrichshafen AG. The Directors wish to place on record their appreciation of the excellent work done by employees of the Company at all levels during the year. The Directors specially thank the shareholders for the confidence reposed by them on the Company.