Directors Report of ZF Steering Gear (India) Ltd.

Mar 31, 2025

The Board of Directors (the Board) is delighted to present 45^th Annual Report on the business and operations of ZF Steering Gear
(India) Limited (the Company) along with the summary of Standalone and Consolidated financial statements for the financial year
(FY) ended on March 31, 2025.

I) Performance Review and state of the Company''s affairs

(Rs. in crore)

Particulars	Standalone		Consolidated
	FY 2024-25	FY 2023-24	FY 2024-25	FY 2023-24
Revenue from Operations and other Income	521.07	515.65	514.59	512.16
Profit before Depreciation and Tax	81.86	89.44	67.28	85.58
Depreciation and Amortization Expenses	31.42	33.40	42.78	33.71
Profit Before Tax (PBT)	50.44	56.04	24.50	51.87
Tax Expense	16.55	8.32	11.91	8.19
Net Profit for the year	33.89	47.72	12.59	43.68
a) Owners of the Company	33.89	47.72	14.92	43.69
b) Non-controlling interest	N.A.	N.A.	(2.33)	(0.01)
Other comprehensive Income	0.09	0.38	0.04	0.38
Total Comprehensive Income for the year	33.98	48.10	12.63	44.06
a) Owners of the Company	33.98	48.10	14.96	44.07
b) Non-controlling interest	N.A.	N.A.	(2.33)	(0.01)
Balance of Profit Brought Forward from previous year	216.40	172.84	211.47	171.94
Transfer to General Reserve	Nil	Nil	Nil	Nil
Dividend Paid during the year	(7.26)	(4.54)	(7.26)	(4.54)
Closing balance as per the Profit and Loss Statement c/f	243.12	216.40	219.17	211.47
Earnings Per Share Basic and Diluted (Rs.)	37.35	52.59	13.88	48.14

II) Dividend

In order to conserve resources of the Company, for
the purpose of the Company''s ongoing expansion/
diversification plans, through its Subsidiaries, the Board
decided not to recommend any dividend for the financial
year ended on March 31, 2025.

III) Share Capital

During the year under review, there was no change in the
paid-up capital of the Company.

As on March 31, 2025, the paid-up share capital of the
Company stood at Rs. 9,07,73,000 (Rupees Nine crore
Seven Lakh Seventy-Three Thousand only) comprising
90,73,300 (Ninety Lakh Seventy-Three Thousand Three
Hundred) equity shares of Rs. 10/- each.

IV) Consolidated Financial Statements

Subsidiaries, Associates and Joint Ventures

The Company has prepared Consolidated Financial
Statements for the Financial Year ended on March 31,
2025, in addition to the Standalone Financial Statements,
as there were three Subsidiaries of the Company as of
March 31, 2025.

The detailed information on Subsidiaries of the Company
along with Loans and Investments made therein is
provided under the para ''Investment in Subsidiaries'' of
the Management Discussion and Analysis Report, forming
part of this Report. Further, Form AOC-1 is attached to
the Consolidated Financial Statements for the Financial
Year ended on March 31, 2025, forming part of this Annual
Report, giving key financials of the subsidiaries.

The Company did not have any Associate Company as of
March 31, 2025.

Consolidated Financial Statements for the Financial Year
ended on March 31, 2025, form part of this Annual Report.

V) Management discussion and Analysis

1. Indian Economy

India became the 4th largest global economy in 2025,
driven by domestic reforms and global positioning
under the vision of Aatmanirbhar Bharat. India is the
world''s fastest-growing major economy.

Despite global uncertainties and internal economic
challenges, India has demonstrated remarkable
resilience.

In FY 2024-25, the Indian economy grew by
approximately 6.5%, supported by robust domestic
consumption, sustained capital expenditure by the
government, and improved manufacturing and services
activity.

Outlook - FY 2025-26 and beyond

The Reserve Bank of India (RBI) has retained Indian
economy''s real GDP growth forecast at 6.5%, citing
strong domestic demand, infrastructure push, and a
supportive monetary stance. Inflation is expected to
remain moderate, averaging around 3.7%, with the RBI
signaling a neutral-to-accommodative policy stance to
support growth.

A normal monsoon is expected to support broader
economic activity, especially in rural and semi-urban
regions, which would be a tailwind for auto sector
demand. India''s commercial vehicle (CV) industry
is poised for a modest recovery in FY 2025-26.
Nevertheless, India may face challenges amidst
geopolitical uncertainties.

The Government has initiated the formulation of the
Automotive Mission Plan 2047 aimed at enhancing
innovation, global competitiveness, and sustainable
development to establish India as a global leader by
2047.

2. Industry Overview

Number of Commercial Vehicles (CV) Sold

The overall Commercial Vehicle sales were 10.37
lakh units in FY 2024-25, as compared to 10.34 lakh
units in FY 2023-24, registering miniscule growth
of 0.3%. Sales of Medium and Heavy Commercial
Vehicles increased from 3.92 lakh to 3.97 lakh units
(1.2% increase) and Light Commercial Vehicles dipped
from 6.42 lakh to 6.40 lakh units (0.3% decrease) in
FY-2024-25, compared to the previous year. Delays
in infrastructure projects and Government spending

due to elections, Financing constraints, and Inventory
Overhang were the main factors for the miniscule
growth.

(Source: SIAM -Society of Indian Automobile
Manufacturers)

As per Auto Components Manufacturers Association''s
(ACMA) report, the country''s Auto Components''
production and aftermarket sales grew robustly in FY
25, even amid external volatility. The auto component
sector saw 9.6 per cent growth, reaching '' 6 lakh crore,
despite softened exports and rare earth Shortages.

3. Company Overview

Your Company caters to requirements of steering gear
systems for a range of Commercial Vehicles (including
buses) and Tractors. The Company''s Power Steering
Systems are fitted on Commercial Vehicles as well
as some models of Tractors having less than 45 HP.
Mechanical Steering Gear Systems of the Company
are fitted on various types of Tractors.

Your Company Sales:

Type	FY 2024-25 (Value Rs. in crore)	FY 2023-24 (Value Rs. in crore)	Growth
Power Steering	468.45	449.78	4.2%
Mechanical Steering	19.37	19.10	1.4%
Total	487.82	468.88	4.0%

4. Renewable Energy
Solar Energy

The Company''s 5 MW Solar Power Project at Gujarat
Solar Park, Charnka Village, District Patan (Kutch),
Gujarat, generated 0.69 crore Units of Electricity with
sales-revenue of Rs. 4.50 crore in the FY 2024-25. The
entire electricity is purchased by Gujarat Urja Vikas
Nigam Limited (GUVNL), a Government of Gujarat
Company, in terms of the multi-year Power Purchase
Agreement.

The Company''s rooftop solar project, situated at
its Vadu Budruk plant, generated 0.17 crore units of
electricity in FY 2024-25, which are captively consumed
in the said plant.

Wind Energy

Wind Turbine Machines, owned and operated by the
Company, located in districts of Satara, Ahmednagar
& Sambhajinagar (formerly known as Aurangabad),

In view of dip in Other Income, increase in Fixed Costs
and Finance Cost, Profit before Tax stood at Rs. 50.44
crore for FY 2024-25, in comparison to Rs. 56.04
crore for FY 2023-24. Profit for the year (after tax) is
Rs. 33.89 crore and Total comprehensive income was
Rs. 33.98 crore. Earnings per share was Rs. 37.35.

6. Credit Rating

In the month of June 2025, ICRA - the Credit Rating
Agency, reaffirmed the Credit Rating, in respect of the
Working Capital facilities sanctioned to the Company,
as A for Long Term Fund based and Non-Fund based
Facilities and A1 for Short Term Fund based and Non¬
Fund Based Facilities. Further, the outlook on ratings
of the Long Term Working Capital facilities was also
reaffirmed as ‘Stable''.

7. Key Financial Ratios

In accordance with Regulation 34 read with Schedule
V, Part C to the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements)
Regulations, 2015 (the Listing Regulations), the key
financial ratios are as under:

Particulars	FY 2024-25	FY 2023-24	Change
Debt Equity Ratio (in times)	0.08	0.07	16%
Inventory Turnover Ratio (in times)	7.57	7.48	1%
Interest Coverage Ratio (in times)	18.64	62.58	-72%
Debtors Turnover Ratio (in times)	4.71	4.67	1%
Current Ratio (in times)	1.82	2.44	-25%
Operating Profit Margin (%)	11.09	11.00	1%
Net Profit Margin (%)	6.90	10.00	-31%

having aggregate capacity of over 8.10 MW generated
a total of 1.17 crore units in FY 2024-25. Out of this,

0.98 crore units were used as captive consumption,
which accounted for approximately 64.3% per cent of
the energy-consumption of the Company''s factory at
Village Vadu Budruk, and remaining 0.19 crore units
were sold to Maharashtra State Electricity Board.

5. Financials of the Company (based on Standalone
figures)

Revenue from Operations

During the financial year under review, revenue from
sales of auto-components, that is Steering Gear
Systems and its components, went up by 4%.

Revenue from Renewable Energy declined by 44.3%,
in view of the downward revision in the unit-rate of
electricity, in terms of the Power Purchase Agreement
entered into with GUVNL in December 2010 coupled
with deterioration in income from Solar Rooftop, due to
climate change, wear and tear of Solar Panels etc.

Total Revenue from Operations went up by 1.05%.

Finance Cost

Finance cost was Rs.2.86 crore (5.7% of PBT) for FY
2024-25 (compared to Rs. 0.91crore (1.6% of PBT) in
FY 2023-24, due to higher utilisation of working capital
limits availed from Banks.

Other Income

During the year under review, Other Income was
Rs. 28.21 crore as against Rs. 37.78 crore in the
Financial Year 2023-24. Other Income (mainly) is
aggregate of the realised gains during the financial
year, on sale of financial investments during the year
and the unrealised gains, based on mark to market
valuation as of March 31, 2025, on the financial
investments held as of that date as well as subsidy
received Rs. 4.16 crores, from Madhya Pradesh State
Government. For details of Other Income, kindly refer
to Note No. 16 to the Financial Statements.

Financial Investments

As of March 31, 2025, Financial Investments of
the Company stood at Rs.168.53 crore as against
Rs.142.12 crore as of March 31, 2024. Both the
amounts reflect the fair/ market value of the financial
investments held by the Company, at the end of the
respective financial years, apart from the bonds and
equity investments in the subsidiaries held by the
Company, which are valued at cost. For complete list of
Investments held by the Company at year-end, kindly
refer to Note No. 5[a] of the Financial Statements.

Interest Coverage Ratio:

Reduction in Interest coverage ratio is due to increased
interest cost resulting from higher borrowings and
lower profits, compared to previous year.

Current Ratio:

The current ratio has dipped mainly due to substantial
increase in current liabilities, the reason being increase
in short-term borrowings and Trade Payables.

Reduction in Net Profit Margin was mainly due to lower
Other Income and much higher Tax Expense.

8. Return on Net Worth

Particulars	FY 2024-25	FY 2023-24
Return on Net Worth (%)	7.1	10.8

The Company is efficiently using Members'' equity to
generate profit, which was reduced due to absorption
of fixed expenses obligation.

9. Segment wise Profitability

Auto-Components Segment reported Profit before Tax
(PBT) of Rs. 20.43 crore, substantial improvement
over the previous year. Renewable Energy Segment
reported PBT of Rs. 8.55 crore and PBT from other
(Un-allocable) segment/ Other Income was Rs. 21.46
crore against Rs. 31.07 crore in previous year.

10. Outlook, Opportunities and Threats

i) Communication received from ZF Friedrichshafen AG

As reported in the previous year''s Board''s Report, the
Company received a communication dated 19 October
2022, from ZF Friedrichshafen AG (''ZF AG''), regarding
alleged infringement and passing off, of the trademark/
mark “ZF” and/or “ZF India” and amongst other alleged
demands, ZF Friedrichshafen AG claimed a sum of Rs.100
crore in damages from the Company. The Company
continues to be of the opinion that it has not committed
any act of infringement and/ or passing off, in any manner
whatsoever. The Company vide communication dated 12
April 2023, had sent a detailed reply to ZF Friedrichshafen
AG. The allegations of ZF Friedrichshafen AG and/or ZF
India Private Limited are neither accepted nor acceptable
to the Company. The Company also sent a letter to certain
affiliates of ZF Friedrichshafen AG, to cease and desist the
use of the name “ZF” and/ or “ZF India”, in relation to certain
products, as per the terms of the No-Objection Letter dated
28 July 2006, issued by the Company to ZF Friedrichshafen
AG. In addition to the same, the Company has filed 2
(two) commercial suits against ZF Friedrichshafen AG
and others, before the Hon''ble District Court, Pune and
the same are pending for adjudication before the Hon''ble
District Court, Pune.

Further, In September 2024, the Company received a
communication, from ZF Friedrichshafen AG and ZF India
Private Limited, stating that they have filed a Commercial
IP Suit along with Interim Application before the Hon''ble
High Court of Judicature at Bombay in relation to the
alleged infringement of the alleged trademarks/ mark of ZF
Friedrichshafen AG and/ or and ZF India Private Limited and
amongst other things, ZF Friedrichshafen AG and ZF India
Private Limited have allegedly demanded a sum of Rs. 200
crore in alleged damages, from the Company and prayed
for certain interim relief(s) till the conclusion of the aforesaid
Commercial Suit. The said Commercial Suit and the said
Interim Application is pending consideration of the Hon''ble
High Court of Judicature at Bombay. In the Company''s
opinion, it has not committed any act of infringement and/
or passing off and the Company does not in any manner
whatsoever, accepts any allegation of infringement,
passing off and/ or demands of ZF Friedrichshafen AG and
ZF India Private Limited. This disclosure is made, without
prejudice to the rights of the Company and only in order to
comply with the applicable disclosure requirements to the
Company, as a listed entity.

ii) Strategic Initiatives, Expansion and Capital Expenditure

1. Investment in Subsidiaries

The Company, as a strategy, had chalked out an
Expansion Plan, by way of backward integration,
through its subsidiaries, for manufacturing of some
of the key components, required for the Company''s
end product i.e. Steering Gear Systems. Backward
Integration plans have been carried out and they are in
operation.

The Company has now planned diversification
through subsidiaries, by entering into the businesses
of Aluminium Extrusion and Manufacture of certain
Electric Equipment''s Components, as detailed further
in this Report. These projects are being undertaken
through its subsidiaries:

Names of the Subsidiaries are:

(i) DriveSys Systems Private Limited (DriveSys)

(ii) NexSteer Systems Private Limited (NexSteer)

(iii) Metacast Auto Private Limited (Metacast)

DriveSys and NexSteer - Wholly Owned Subsidiaries

DriveSys and NexSteer were initially formed to
ensure in-house reliable source of supply of semi¬
finished components required for the Company''s
existing business line. External market is being tapped
after fulfillment of internal requirements. DriveSys
manufactures Machined Components viz. housing
machining, sector shaft machining, piston machining,
oil tanks, plastic injection moulding, Steering Pump
Assembly etc.

During FY 2024-25, DriveSys clocked turnover of Rs.
24.79 crore, majority of sales were to ZF Steering
Gear (India) Limited. Phase II expansion has started.
Raw Material supplies from Metacast have now been
established. Further, new machinery will be ordered on
receipt of new orders from customers.

The Construction of Factory Building for NexSteer is
complete and NexSteer has applied to MIDC for issue
of Building Completion Certificate (BCC).

As already announced, the Company''s Wholly Owned
Subsidiary - DriveSys Systems Private Limited
(DriveSys) is set to enter into new businesses,in order
to enhance the Company''s product portfolio, diversify
revenue streams and to gain advantage of favorable
market conditions across various sectors. These are:

- Aluminium Extrusion and Melting, for which
operations are proposed to be carried out at the
factory of NexSteer, situated at Plot No. E-3/2,
MIDC Supa Parner Industrial Park, Ahmednagar
414 301 (the said facility). The said facility is
adjacent to the factory of DriveSys. Further,
Factory Building of NexSteer is now ready and
NexSteer has applied to MIDC for issue BCC. In
furtherance of the foregoing developments and
pursuant to the approval and recommendation of
the Board of Directors of the respective Wholly
Owned Subsidiaries, the Board has approved in¬
principle, the sale/ transfer and/ or assignment
of leasehold rights in the said facility (land and
factory building), held by NexSteer, to DriveSys,
at arm''s length price, on the receipt of BCC and
subsequent receipt of statutory approval/s from
various authorities. In that case, NexSteer would
not be required to operate as Captive Process
Vendor (CPV) for DriveSys.

- Business activities pertaining to manufacturing
of Moulded Case Circuit Breaker (MCB/ MCCB),
Residential Current Circuit Breaker (RCB) and
Mechanism Operated Auxiliary Contactor (MOC),
wherein estimated outlay is around Rs. 12 crore.

- Machineries for both the projects either have
been ordered or being ordered and the arrival of
the same is expected to start from the Month of
October 2025.

The Details of Investments in DriveSys and NexSteer,
by the Company as on March 31,2025, are as follows:

Sr. No.	Name of the Company	Investment (Equity) (Rs. in crore)	Loan (Rs. in crore)
1	DriveSys Systems Private Limited	8.00	48.25
2	NexSteer Systems Private Limited	0.08	19.68

Further, DriveSys has also availed credit facility from a
bank and its closing balance stood at Rs. 26.4 crore,
at the year-end. NexSteer has not availed any facility
from the bank.

Metacast - 51% Subsidiary and Joint-Venture

Metacast is a Joint-Venture with Supreme Iron (India)
Private Limited. Metacast is in the foundry business.

Metacast operates as the Captive Process Vendor
(CPV) for DriveSys, for supply of castings.

Metacast commenced commercial production in the
month of November 2024 and has clocked turnover of
Rs. 9.44 crore for the year ended on March 31, 2025,
majority of sales was to DriveSys.

During the Financial Year 2024-25, Metacast issued
79.5 lakh equity shares of Rs. 10 each, on Rights
basis at the premium of Rs. 2 per share, to its existing
Promoters/ shareholders, pursuant to which Metacast''s
paid-up share capital stood at Rs. 8 crore as on
March 31, 2025. After the aforementioned issue, the
Company''s investment in Metacast is Rs. 4.90 crore
(including premium on Rights Issue) by way of 51%
equity participation in its equity share Capital.

As of March 31, 2025, closing balance of Loans taken
by Metacast from (both) the Promoters was Rs. 26.13
crore. Additionally, closing balance of credit facilities
availed by Metacast from Bank, was Rs. 24.98 crore.

2. Capital-Expenditure

In the current Financial Year, your Company has
planned Rs. 26 crore towards replacement of old
machinery, procurement of balancing equipment etc.
for its Pune and Pithampur factories. Further, the
Company has allocated around Rs. 94 crore towards
subsidiaries out of which Rs. 22 crore is for expansion
plans of their existing business and Rs. 72 crore is for
new business lines of DriveSys.

3. Financing and Fund Raising

The Members would kindly recall that in the previous
Annual General Meeting of the Company, the
Members had granted approval to the Company to
issue additional equity shares of the Company, for an
amount not exceeding Rs 200 crore (including share-
premium) through private placement, preferential
issue, qualified institutions placement etc. As the
capital market response was not up to the Company''s
expectations, the proposed issue has been shelved for
the time being. The Company would tap the market at
an opportune time. Till then, the Board has decided to
fund the projects through internal accruals and bank
borrowings.

iii) Internal Control System and its Adequacy

Your Company has aligned its current systems of internal
financial control with the requirements of the Companies
Act, 2013 (the Act). The Internal Control framework is
intended to increase transparency and accountability in
the Company''s process of designing and implementing

systems of internal control. The framework requires
a company to identify and analyse risks and manage
appropriate responses.

The Company has successfully laid down the framework
and ensured its effectiveness.

The Company has an effective Internal Control System
commensurate with the size, scale and complexity of its
operations. The Company''s Audit Committee periodically
reviews adequacy and effectiveness of the Internal
Control System. Further, the Internal Audit Department of
the Company checks all the vouchers, financial reports,
registers etc. To maintain its objectivity and independence,
the Board has also appointed an external Chartered
Accountant firm, M/s. Kirtane & Pandit LLP, as Internal
Auditors, which report to the Audit Committee of the Board.
The scope of the Internal Audit is decided by the Audit
Committee and the Board.

The Internal Auditors monitor and evaluate the efficacy and
adequacy of internal control systems in the Company, its
compliance with operating systems, accounting procedures
and policies for various functions in the organisation of the
Company. The Audit Committee, Statutory Auditors and the
process owners are periodically apprised of the internal
audit findings and important internal audit observations are
also placed before the Audit Committee and the Board at its
Meetings. Based on the report of Internal Auditor, process
owners undertake corrective action, wherever required, in
their respective areas and thereby strengthen the controls
Further, Audit observations and actions taken thereof are
presented to the Audit Committee.

The Company''s Audit Committee regularly reviews the
financial management reports/ data and interacts with
the External and Internal Auditors for ascertaining the
adequacy of internal controls.

Based on its evaluation, the Company''s Audit Committee
has concluded that, as of March 31, 2025, the Company''s
internal financial controls were adequate and operating
effectively.

iv) Cautionary Statement

The above ''Management Discussion and Analysis Report''
is a forward looking Statement based on the Company''s
projections, estimates and perceptions. These statements
reflect the Company''s current views with respect to the
future events and are subject to risks and uncertainties.
Actual results may vary materially from those projected
here.

VI) Conservation of Energy, Research and Development,
Technology Absorption and Innovation, Foreign
Exchange Earnings and Outgo:

The details as required under the Companies (Accounts)
Rules, 2014, are given in Annexure-I to this Report.

VII) Board of Directors and Key Managerial Personnel:

With effect from April 1, 2025, the Company''s Board
comprise seven Directors, all professionals in their own
right, who bring in a wide range of skills and experience
to the Board. Two of them are Executive Directors, one
Non-Executive, Non-Independent Director and four are
Independent Directors (including one Woman Independent
Director).

Following are the changes in composition of the Board of
Directors of the Company, during the Financial Year 2024¬
25.

Pursuant to the recommendation of the Nomination and
Remuneration Committee of the Board, the Board appointed
Mr. Rohit Rathi as a Non-Executive, Independent Director
of the Company, for five consecutive years, with effect from
August 6, 2024, which was approved by the Members of
the Company at its 44th Annual General Meeting (AGM)
held on September 10, 2024.

Mr. S.A. Gundecha and Mr. Shridhar Kalmadi, Non¬
Executive, Independent Directors of the Company, ceased
to be Directors, following completion of their second
term of five consecutive years, with effect from close
of business hours on September 14, 2024 and March
31, 2025, respectively. The Board places on record the
appreciation for the valuable contribution, support and
guidance rendered by Mr. S.A. Gundecha and Mr. Shridhar
Kalmadi, during their tenure as Independent Directors of
the Company.

Further, Based on the recommendations of the Nomination
and Remuneration Committee of the Board:

- Mr. Shrenik Gandhi and Mr. Bharat Agarwal, were
appointed as Non-Executive, Independent Directors of
the Company, by the Board, with effect from April 1,
2025. The Members of the Company, had approved
their appointments as Directors of the Company, by
way of Postal Ballot which concluded on March 22,
2025.

- Mrs. Smita Lahoti was reappointed as the Non¬
Executive, Independent Director for second term of
Five consecutive years, with effect from June 27, 2025,
the said reappointment was approved by the Members,
by way of Postal Ballot, which concluded on March 22,
2025.

Pursuant to the requirements under Section 152(6) of the
Act, Dr. Dinesh Bothra retires by rotation and he offers
himself for reappointment at the ensuing 45th Annual
General Meeting of the Company. The Nomination and
Remuneration Committee and the Board of Directors of
the Company have recommended the reappointment of
Dr. Dinesh Bothra (DIN: 00049883) in the ensuing Annual
General Meeting.

The Resolution for reappointment of Dr. Dinesh Bothra
(DIN: 00049883) along with his brief profile, forms a part of
the Notice of 45th Annual General Meeting of the Company.

There was no change in the Key Managerial Personnel
during the year.

1. Board Diversity

The Company recognizes and embraces the
importance of a diverse Board in its success.
The Company believes that a truly diverse board
will leverage differences in thought, perception,
knowledge, skill, regional and industry experience,
cultural and geographical background, age, ethnicity,
race and gender, which will help the Company to retain
its competitive advantage.

2. Independent Directors

Pursuant to the provisions of Section 149 of the
Act and Regulation 25 of the Listing Regulations,
the Independent Directors of the Company have
submitted declarations that each of them meets the
criteria of independence as provided in Section 149(6)
of the Act along with Rules framed thereunder and
Regulation 16(1 )(b) of the Listing Regulations. In
terms of Regulation 25(8) of the 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 judgment and without
any external influence.

Further, declaration on compliance with Rule 6(3) of
the Companies (Appointment and Qualification of
Directors) Rules, 2014, as amended by Ministry of
Corporate Affairs (“MCA”) Notification dated October
22, 2019, regarding the requirement relating to
enrollment in the Data Bank created by MCA for
Independent Directors, has been received from all
Independent Directors of the Company. Further, all
the Independent Directors have either qualified or are
exempted from the self-assessment conducted by the
Independent Directors'' Databank.

Familiarisation Programmes for Independent
Directors

Independent Directors play a pivotal role in upholding
Corporate Governance norms and ensuring fairness
in decision-making. Being experts in various fields,
they also bring independent judgement on matters
of strategy, risk management, controls and business
performance.

Details of familiarization programme, imparted to the
Independent Directors, are available on the website of
the Company at www.zfindia.com.

At the time of appointing a new Independent Director,
a formal letter of appointment is issued to the Director,

inter alia, explaining the role, duties and responsibilities
of the Director. The Director is also explained in detail
the compliances required from him/ her under the Act,
SEBI Regulations and other relevant regulations.

3. Performance Evaluation

The Board of Directors has carried out an annual
evaluation of its own performance, Board Committees,
and individual Directors pursuant to the provisions of
the Act and the Listing Regulations.

Your Board has constituted the Nomination and
Remuneration Committee (hereinafter referred to
as “the Committee”), in order to oversee, inter-alia,
matters relating to:

(i) Identification of persons who are qualified to
become directors and persons who can be
appointed in senior management in accordance
with the criteria laid down, recommend to the
Board their appointment and removal;

(ii) Formulate the criteria for determining qualifications,
positive attributes and independence of a director;

(iii) Recommend to the Board a policy relating to the
remuneration for the directors, key managerial
personnel and other employees;

(iv) Carry out evaluation of every director''s performance
including that of Independent Directors; and

(v) Devise a policy to be followed for identification,
appointment, remuneration and evaluation of
performance of directors including Company''s
Board diversity etc., as approved by the Board.

Further, the Company has devised a Policy, for
performance evaluation of Independent Directors,
Board as a whole, Committees of the Board and other
individual Executive/ Non-Executive Directors. The
Policy includes criteria for performance evaluation.
The criteria are based upon age, experience, quality
of participation in Board/ Committee proceedings,
attendance at meetings, contribution by strategic
inputs and others. The criteria along with additional
requirements prescribed by Section 149 of the Act are
used for selection of Independent Directors.

The Board evaluated its performance after seeking
inputs from all the Directors based on criteria such as
the Board composition and structure, effectiveness
of board processes, information and functioning, etc.
The performance of the Committees was evaluated
by the Board after seeking inputs from the Committee
members based on criteria such as the composition of
committees, effectiveness of committee meetings, etc.
The above criteria are broadly based on the Guidance
Note on Board Evaluation issued by the Securities and
Exchange Board of India.

In a separate meeting of Independent Directors,
performance of the Non-Independent Directors
and the Board as a whole and the Chairman of the
Company was evaluated taking into account the views
of Executive Directors and Non-Executive Directors.

The above evaluations were then discussed at the
Board meeting that followed the meeting of the
Independent Directors and the Nomination and
Remuneration Committee, at which the performance
of the Board, its Committees, and individual Directors
was also discussed. Performance evaluation of
Independent Directors was done by the entire Board,
excluding the Independent Director being evaluated.

The Company carried out the performance evaluation
during the year under report. The Board of Directors
expressed satisfaction with the evaluation process.

VIII) Directors'' Responsibility Statement

1. In the preparation of the Annual Financial Statements
for the financial year ended on March 31, 2025,
the applicable Accounting Standards read with
requirements set out under Schedule III to the
Companies Act, 2013 (the Act), have been followed
and there are no material departures from the same;

2. the Directors have 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 at March 31, 2025, and of the profit of the
Company for the financial year ended on that date;

3. the Directors have taken proper and sufficient care
for the maintenance of adequate accounting records
in accordance with the provisions of the Act, for
safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;

4. the Directors have prepared the annual financial
statements on a ''going concern'' basis;

5. the Directors have laid down internal financial controls
to be followed by the Company and that such internal
financial controls, in their opinion, are adequate and
are operating effectively; and

6. the Directors have organised/ devised proper systems
to ensure compliance with the provisions of all
applicable laws and that such systems are adequate
and operating effectively.

IX) Corporate Governance

Pursuant to Regulation 34(3) read with Schedule V of

the Listing Regulations, a detailed report on Corporate

Governance is given in Annexure - II along with the

Auditors'' Certificate on its compliance, which forms part of

this report.

X) Business Responsibility and Sustainability Report (BRSR)

The Business Responsibility and Sustainability Report,
for the year ended on March 31, 2025, is not applicable
to your Company, as the Company has remained out of
its applicability for three consecutive years, as per the
Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) (Amendment) Regulations,
2024.

XI) Other Aspects

1. Particulars of Loans given, Investments made,
Guarantees given and Securities provided

The Particulars of Loans given, Investments made,
Guarantees given and Securities provided by the
Company, are disclosed in the Financial Statements
forming part of this Annual Report.

2. Contracts and Arrangements with Related Parties

All contracts/ arrangements/ transactions entered
into by the Company during FY 2024-25, with related
parties were on an arm''s length basis and in the
ordinary course of business.

Prior approval of the members of the Audit Committee,
who are Independent Directors, was obtained for all
the related party transactions in terms of provisions of
Regulation 23(2) of the Listing Regulations.

All the Material Related Party Transactions (RPTs)
undertaken by the Company during the year were duly
approved by Shareholders under the provisions of
Regulation 23(4) of the Listing Regulations.

Certain RPTs which were repetitive in nature were
approved through omnibus route. The Audit Committee
reviews the details of the Related Party Transactions
entered pursuant to the omnibus approval, on a
quarterly basis.

All the transactions were in compliance with the
applicable provisions of the Act and the Listing
Regulations. The details of RPTs during FY 2024¬
25, are provided in the Note 35 accompanying the
financial statements. Given that the Company does
not have any RPTs to report pursuant to provisions of
Section 134(3)(h) of the Act read with Rule 8(2) of the
Companies (Accounts) Rules, 2014 in Form AOC-2, is
not required to be attached to the Financial Statements
of the Company.

During FY 2024-25, the Non-Executive Directors
of the Company had no pecuniary relationship or
transactions with the Company, other than sitting fees
and reimbursement of expenses, as applicable.

Further, the Board recommends the resolution, for
approval of the Members, forming part of Notice of 45th
AGM, in respect of Material Related Party Transactions,

in terms of Regulation 23(1) of the Listing Regulations
for Purchase of Raw Material/ Components etc.,
Sale of Castings, Machined Housings and Related
Outputs, Job Work for Machining of Castings and
other transactions in Ordinary Course of Business,
by the Company and its Subsidiaries viz DriveSys
and Metacast, with Supreme Autocasts, Supreme
Iron (India) Private Limited, Supreme Autocasts
Private Limited, and Supreme Engineering - Related
Parties of Metacast - Subsidiary and Joint Venture
of the Company. The transaction/s being material
related party transactions have been approved and
recommended by the Audit Committee and approved
by the Board of Directors of the Company, which now
requires Members'' approval.

The Company has formulated a policy on RPTs in
accordance with the Act and the Listing Regulations
including any amendments thereto for identifying,
reviewing, approving and monitoring of RPTs. The said
policy is available on the Company''s website: http://
www.zfindia.com/policies-codes.php.

3. Corporate Social Responsibility (CSR)

Pursuant to provisions of Section 135 of the Act read
with the Companies (Corporate Social Responsibility)
Rules, 2014 and various amendments and clarifications
issued by the Ministry of Corporate Affairs, the
Company has its CSR Policy, which is available on
the Company''s website www.zfindia.com. The Annual
Report on CSR activities is annexed herewith marked
as Annexure III.

4. Risk Management

The Company follows a specific, well-defined risk
management framework which is integrated with its
operations.

The Company''s Risk Management approach has been
developed after taking cognizance of the relevant
statutory guidelines, stakeholders'' feedback, forecast
and expert judgment.

Your Company is not required to constitute a separate
Risk-Management Committee.

The Audit Committee of the Board of Directors has
been entrusted to identify/ anticipate the possible
risk and certify the Risk Mitigation Plan. Further, the
Company''s Senior Management Team addresses
functional, operational, and strategic risks in their
corresponding area of responsibility covering overall
risks in the area of commercial, technical, information
technology and statutory compliance.

The Company''s Risk Management Framework inter-
alia provides for the following:

i. pro-active processes within the Risk Management
Framework for reporting, evaluating, and resolving
risks;

ii. Identifying and assessing risks associated with
various business decisions before they materialize;

iii. Take informed decisions at all levels of the
organization in line with the Company''s risk
appetite;

iv. Ensuring protection of shareholders'' stake by
establishing an integrated Risk Management
Framework for identifying, assessing, mitigating,
monitoring, evaluating and reporting all risks;

v. Adoption and implementation of risk mitigation
measures at every level in order to achieve long¬
term goals effectively and sustainably; and

vi. Regularly review Risk Tolerance levels of the
Company.

The Company manages, monitors and reports on the
major risks and uncertainties, which can impact its
ability to achieve its strategic objectives. The Company
has introduced several improvements in internal
control management to drive a common integrated
view of risks, optimal risk mitigation, responses and
efficient management of internal control and assurance
activities.

5. Auditors and Auditors'' Report
Statutory Auditors

The Company in its 44th Annual General Meeting
held on September 10, 2024 had reappointed M/s.
Joshi Apte & Company, Chartered Accountants (Firm
Registration No. 104370W), as Statutory Auditors of
the Company, for a second term of five consecutive
years from the conclusion of 44th Annual General
Meeting until the conclusion of 49th Annual General
Meeting.

There are no qualifications, reservations or adverse
remarks in the Statutory Auditors'' Reports for the
Financial Year 2024-25. The Statutory Auditors''
Reports are enclosed with the financial statements in
the Annual Report.

Secretarial Auditor

The Board had appointed M/s. SIUT & Co., LLP,
Company Secretaries, to conduct Secretarial Audit
for the financial year 2024-25. The Secretarial Audit
Report for the same is annexed herewith as Annexure
IV. The Secretarial Audit Report does not contain any
qualification, reservation or adverse remark.

Pursuant to amendments in the Listing Regulations, the
appointment of Secretarial Auditors requires approval
of the Members of the Company in terms of Regulation
24A of the Listing Regulations, and the tenure of the
said appointment shall not be for more than single
term of five years, in case if Secretarial Auditor is an

individual and in case of a firm, the same shall not be
more the two terms of five consecutive years.

In furtherance of the foregoing developments, the
Board recommends resolution for appointment of M/s.
SIUT & Co., LLP, Company Secretaries, to hold office,
for the period of five years from FY 2025-26 to FY
2029-30. The said resolution forms part of the Notice
of 45th AGM of the Company.

The Company has received requisite consent from M/s.
SIUT & Co., LLP, to act as the Secretarial Auditors of
the Company for aforementioned period. Further, the
Company has also obtained declaration from M/s. SIUT
& Co., LLP, confirming their Non-Disqualification to act
as the Secretarial Auditors of the Company, as outlined
in Regulation 24A (1A) of the Listing Regulations read
with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-2/
CIR/P/2024/185, dated December 31, 2024.

6. Disclosures
Meetings of the Board

Five Meetings of the Board of Directors were held
during the financial year 2024-25. Detailed information
is given in the Report on Corporate Governance,
forming part of this Annual Report.

7. Committees of the Board
Audit Committee

The Company has an Audit Committee pursuant
to the requirements of the Act, read with the rules
framed there under and the Listing Regulations. The
details relating to the same are given, in the Corporate
Governance Report, forming part of this Report. All the
recommendations made by the Audit Committee were
accepted by the Board.

The Audit Committee performs its functions as set out
under Part C of Schedule II to the Listing Regulations.

The detailed terms of reference of the Audit Committee
are set out in the Corporate Governance Report.

Nomination and Remuneration Committee

The Company has Nomination and remuneration
Committee (the Committee) pursuant to Section
178 of the Act, read with rules made thereunder and
Regulation 19 of the Listing Regulations. The brief
details pertaining to the same are given in Corporate
Governance Report, forming part of this Report. All
the recommendations made by the Committee were
accepted by the Board.

The Nomination and Remuneration Committee
performs its functions as set out under Para A of Part D
of Schedule II to the Listing Regulations.

The detailed terms of reference and functions are set
out in Corporate Governance Report.

Remuneration Policy

The Board, has on the recommendation of the
Nomination & Remuneration Committee, approved
a policy for selection, appointment and remuneration
of Directors and Senior Management. The detailed
Remuneration Policy is placed on the Company''s
website www.zfindia.com.

Stakeholders'' Relationship Committee

The Board has constituted Stakeholders'' Relationship
Committee in accordance with the provisions of Section
178 of the Act, read with rules made thereunder and
Regulation 20 of the Listing Regulations.

The Stakeholders'' Relationship Committee performs
its functions as set out under Para B of Part D of
Schedule II to the Listing Regulations.

The detailed terms of reference and functions are set
out in Corporate Governance Report.

Corporate Social Responsibility Committee

The Company has constituted Corporate Social
Responsibility Committee pursuant to the Section 135
of the Act and Rules made thereunder. The detailed
functions and constitution thereof of the Corporate
Social Responsibility Committee are set out in
Corporate Governance Report.

8. Vigil Mechanism/ Whistle Blower Policy

The Company has devised Vigil Mechanism, in terms
of Section 177 of the Act and Regulation 22 of the
Listing Regulations.

The Audit Committee periodically reviews the
functioning of the Vigil Mechanism and ensures that:

a. All the Directors/ Employees are made aware of
the Company''s Vigil Mechanism;

b. The Vigil Mechanism provides adequate
safeguards against victimization of person who
use such mechanism and also provides direct
access to the Chairman of the Audit Committee in
appropriate/ exceptional cases; and

c. The Company has Whistle Blower Policy in terms
of Section 177 of the Act and Regulation 22 of the
Listing Regulations, which outlines procedures for
a person who is willing to use the Vigil Mechanism
to address their concerns.

Further, no concerns were raised by any of the
employees of the Company during the Financial Year.

The Policy on Vigil Mechanism and Whistle Blower
may be accessed on the website of the Company at
www.zfindia.com.

9. Annual Return

The Annual return is placed on the Company''s website
http://www.zfindia.com/annual-return.php

10. Industrial Relations

By and large, Industrial Relations at all locations of
the Company were amicable. The Company has
been constantly endeavouring to improve quality,
reduce cost, ensure safety and improve productivity
at all levels. Emphasis was also laid towards raising
awareness on health and wellness of employees.

For details on some of the pending litigations, which
are not material financially, please refer to Note No. 31
under Notes to Accounts.

11. Particulars of Employees and related disclosures

Considering the provisions of Section 197 of the Act,
read with the relevant rules and having referred to
provisions of Section 136(1) of the Act, the Board''s
Report is being sent to the Members of the Company,
excluding details of particulars of employees and
related disclosures. The said information/ details are
available for inspection at the Registered Office of the
Company during working hours, on any working day.
Any Member interested in obtaining this information
may write to the Company Secretary and this
information would be provided on request.

12. Disclosure - Policy on Prevention of Sexual
Harassment at Workplace

The Company has in place, a policy on Prevention
of Sexual Harassment at Workplace in line with the
requirements of ''The Sexual Harassment of Women
at Workplace (Prevention, Prohibition & Redressal)
Act, 2013'' and the Rules framed there under. An
Internal Complaints Committee (ICC) has been set
up to redress complaints received regarding sexual
harassment. All employees (permanent, temporary,
trainee etc.) are covered under this Policy.

Details of Complaints Received by the ICC During
the Year:

Sr. No.	Particulars	Number of Complaints
1	Number of complaints of sexual harassment received in the year	NIL
2	Number of complaints disposed during the year	NIL
3	Number of cases pending for more than ninety days	NIL

13. General

(i) The Company held no deposits at the beginning
of the year, nor accepted any deposits during the
year under report.

(ii) All equity shares issued by the Company rank
pari-passu in respect of right to receive dividend,
voting rights or otherwise.

(iii) During the year under review, no shares were
issued as sweat equity to any of the employees or
others.

(iv) The Company had three Subsidiaries during
the Financial Year 2024-25. However, no
remuneration was received by any Whole-time
Director/ Employees of the Company, from any of
the subsidiaries.

(v) During the year under report, no strictures or
material orders were passed by any Regulator or a
Court or a Tribunal, which may impact on the going
concern status of the Company or its operations in
future.

(vi) There has been no instance of fraud reported by
the Auditors under Section 143(12) of the Act and
Rules framed there under either to the Company
or to the Central Government.

(vii) The Central Government, under Section 148(1) of
the Act, has not prescribed maintenance of cost
records in respect of the activities carried out by
the Company.

(viii) During FY 2024-25, the Company has complied
with all applicable Secretarial Standards issued by
the Institute of CompanySecretaries of India.

(ix) There have been no material changes or
commitments affecting the financial position of
the Company which have occurred between the
end of the Financial Year to which the Financial
Statements relate and the date of this report.

(x) The Company has not filed any application or no
proceeding is pending against the Company under
the Insolvency and Bankruptcy Code, 2016, during
FY 2024-25.

(xi) The Company has not made any one-time
settlement application during the year and thus
disclosure for difference between amount of the
valuation done at the time of one-time settlement
and the valuation done while taking loan from the
banks or financial institutions, is not applicable to
the Company.

(xii) The Company has duly complied with all the
relating to the Maternity Benefit Act, 1961.

XII) Acknowledgement

The Board of Directors takes this opportunity to thank
the Company''s members, customers, suppliers, bankers/
business partners, employees, and Central and State
Governments for their consistent support and co-operation
to the Company.

Dinesh Munot

Pune Chairman

July 26, 2025 (DIN: 00049801)

---

Mar 31, 2024

The Board of Directors (the Board) is delighted to present 44^th Annual Report on the business and operations of ZF Steering Gear (India) Limited (the Company) along with the summary of Standalone and Consolidated financial statements for the financial year (FY) ended on March 31, 2024.

I) Performance Review and state of the Company''s affairs

(Rs. in crore)

Particulars	Standalone		Consolidated
	FY 2023-24	FY 2022-23	FY 2023-24	FY 2022-23
Revenue from Operations and other Income	515.60	464.41	512.11	463.71
Profit before Depreciation and Tax	89.44	69.38	85.58	68.48
Depreciation and Amortization Expenses	33.40	32.18	33.71	32.18
Profit before Tax (PBT)	56.04	37.20	51.87	36.30
Tax Expense	8.32	11.76	8.19	11.76
Profit for the year	47.72	25.44	43.68	24.54
Other comprehensive Income	0.38	(0.97)	0.38	(0.97)
Total Comprehensive Income for the year	48.10	24.47	44.06	23.57
Balance of Profit Brought Forward from previous year	172.84	148.37	171.94	148.37
Transfer to General Reserve	Nil	Nil	Nil	Nil
Closing balance as per the Profit and Loss Statement c/f	216.40	172.84	211.47	171.94
Earnings Per Share Basic and Diluted (Rs.)	52.59	28.04	48.14	27.05

II) Dividend

The Board is pleased to recommend a Dividend of Rs. 8 per equity share, having face value of Rs. 10 each, for the Financial Year ended on March 31, 2024, subject to the approval of the Members at 44^th Annual General Meeting. In the previous year, the Company paid a dividend of Rs. 5 per equity share, having face value of Rs. 10 each.

III) Share Capital

During the year under review, there was no change in the paid-up capital of the Company.

As on March 31, 2024, the paid-up share capital of the Company stood at Rs. 9,07,73,000 (Nine crore Seven Lakh Seventy-Three Thousand only), comprising 90,73,300 (Ninety Lakh Seventy-Three Thousand and Three Hundred) equity shares of face value of Rs. 10 fully paid-up. Out of the above, the Promoters held 60,94,198 equity shares comprising 67.2% of the equity share capital of the Company.

During the year, the Authorised Share Capital of the Company was increased from Rs. 10 crore comprising 1 crore equity shares of Rs. 10 each to Rs. 20 crore comprising 2 crore equity shares of Rs. 10 each.

IV) Consolidated Financial Statements

Subsidiaries, Associates and Joint Ventures

The Company has prepared Consolidated Financial Statements for the Financial Year ended on March 31, 2024, in addition to the Standalone Financial Statements, as there were three Subsidiaries of the Company as of March 31, 2024.

The detailed information on Subsidiaries of the Company along with Loans and Investments made therein is provided under the para ‘Investment in Subsidiaries’ of the Management Discussion and Analysis Report, forming part of this Report. Form AOC-1 is attached to the Consolidated Financial Statements for the Financial Year ended on March 31, 2024, forming part of this Annual Report, giving key financials of the subsidiaries.

The Company did not have any Associate Company as of March 31, 2024.

V) Management discussion and Analysis

1. Indian Economy

FY 2023-24 (the year under review)

India is now the world''s fifth largest economy in terms of nominal GDP (Gross Domestic Product) and the third largest in terms of Purchasing Power Parity (PPP). As per the Economic Survey for FY 2023-24 released in July 2024 by Ministry of Finance, India''s real GDP grew by 8.2% for FY 2023-24, posting a growth of over 7% for third consecutive year. With this, India has further consolidated its position as the fastest growing major economy. One of the major contributors to the growth rate was Manufacturing sector.

FY 2024-25 (Outlook)

The Government is expecting real GDP growth of 6.5%-7% in FY 2024-25. IMF (International Monetary Fund) too, had recently raised India''s GDP growth forecast for FY 2024-25 to 7%.

Major factors propelling economic growth in India are robust private consumption growth, robust investment activity, increased foreign direct investments (FDI) in various sectors (including Automobiles) and manufacturing resurgence, thanks to initiatives like ''Make in India'' program and PLI schemes. India is fast emerging as an attractive alternative destination for manufacturing.

Reserve Bank of India (RBI) has highlighted risks of geopolitical tensions, volatility in international financial markets, geo-economic fragmentation, rising Red Sea disruptions and extreme weather events, which may operate as headwinds to the economic growth.

2. Industry Overview

Number of Commercial Vehicles (CV) Sold

Your Company caters to requirements of steering gear systems for a range of Commercial Vehicles (including buses) and Tractors. The Company''s Power Steering Systems are fitted on Commercial Vehicles as well as some models of Tractors having less than 45 HP Mechanical Steering Gear Systems of the Company are fitted on various types of Tractors.

The overall Commercial Vehicle sales dropped to 10.34 lakh units in FY 2023-24, as compared to 10.41 lakh units in FY 2022-23, registering decline of 0.7%. Sales of Medium and Heavy Commercial Vehicles increased from 3.81 lakh to 3.91 lakh units (2.7% increase) and Light Commercial Vehicles dipped from 6.60 lakh to 6.42 lakh units (2.7% decrease) in FY-2023-24, compared to the previous year. (Source: SIAM)

Decline in sales of Commercial Vehicles was due to the base effect, coupled with perceived slowdown in the infrastructure activities ahead of the implementation of the Model Code of Conduct for the General Elections held in 2024. Moreover, Light Commercial Vehicles Segment faced volume contraction owing to continued slowdown in the e-commerce demand and due to some market share captured by Three-Wheeler Electric Vehicles.

3. Company Overview

Your Company Sales: (Numbers)

Type	FY 2023-24	FY 2022-23	Growth
Power Steering	3,30,058	2,43,858	35.3%
Mechanical	49,686	43,520	14.2%
Steering

4. Renewable Energy Solar Energy

The Company''s 5 MW Solar Power Project at Gujarat Solar Park, Charnka Village, District Patan (Kutch), Gujarat, generated 0.74 crore Units of Electricity with sales-revenue of Rs. 7.94 crore in the FY 2023-24. The entire electricity is purchased by Gujarat Urja Vikas Nigam Limited (GUVNL), a Government of Gujarat Company, in terms of the multi-year Power Purchase Agreement.

The Company''s rooftop solar project, situated at its Vadu Budruk plant, generated around 0.09 crore units of electricity in FY 2023-24, which are captively consumed in the said plant.

Wind Energy

Wind Turbine Machines, owned and operated by the Company, located in districts of Satara, Ahmednagar and Aurangabad, having aggregate capacity of over 8.10 MW generated a total of 1.07 crore units in FY 2023-24. Out of this, 0.65 crore units were used as captive consumption, which accounted for approximately 42.4% per cent of the energy-consumption of the Company''s factory at Village Vadu Budruk, and remaining 0.42 crore units were sold to Maharashtra State Electricity Board.

5. Financials of the Company Revenue from Operations

During the financial year under review, revenue from sales of auto-components, that is Steering Gear Systems and its components, went up by 6.3%, and

Revenue from Renewable Energy declined by 2.2%. Consequently, Total Revenue from Operations went up by 6.1%.

Finance Cost

Finance cost was Rs. 0.91 crore (1.6% of PBT) for FY 2023-24 (compared to Rs. 0.72 crore (1.9% of PBT) in FY 2022-23.

Other Income

During the year under review, Other Income was Rs. 37.78 crore as against Rs. 13.98 crore in the Financial Year 2022-23. Other Income (mainly) is aggregate of the realised gains during the financial year, on sale of financial investments & investment property during the year and the unrealised gains, based on mark to market valuation as of March 31,2024, on the financial investments held as of that date. For details of Other Income, kindly refer to Note No. 16 to the Financial Statements.

Financial Investments

As of March 31, 2024, Financial Investments of the Company stood at Rs. 142.12 crore as against Rs. 155.46 crore as of March 31, 2023. Both the amounts reflect the fair/ market value of the financial investments held by the Company, at the end of the respective financial years, apart from the bonds and equity investments in the subsidiaries held by the Company, which are valued at cost. For complete list of Investments held by the Company at year-end, kindly refer to Note No. 5[a] of the Financial Statements.

Profitability

In view of the surge in the Other Income, as explained above, Profit before Tax soared to Rs. 56.04 crore for FY 2023-24, in comparison to Rs. 37.20 crore for FY 2022-23. Profit for the year (after tax) is Rs. 47.72 crore (up 88%) and Total comprehensive income was Rs. 48.10 crore (almost doubled). Earnings per share was Rs. 52.59.

6. Credit Rating

In the Month of May 2024, ICRA - the Credit Rating Agency, retained the Credit Rating, in respect of the various credit facilities sanctioned to the Company, as A for Long Term Fund based and Non-Fund based Credit Facilities and A1 for Short Term Non-Fund Based Credit Facilities. Further, the outlook on ratings of the Long Term Credit facilities was also retained as Stable''.

7. Key Financial Ratios

In accordance with Regulation 34 read with Schedule V, Part C to the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)

Regulations, 2015 (the Listing Regulations), the key financial ratios are as under:

Particulars	FY 2023-24	FY 2022-23
Debt Equity Ratio (in times)	0.07	0.10
Inventory Turnover Ratio (in times)	7.48	7.54
Interest Coverage Ratio (in times)	62.58	52.67
Debtors Turnover Ratio (in times)	4.67	4.57
Current Ratio (in times)	2.44	2.04
Operating Profit Margin(%)	11	12
Net Profit Margin(%)	10	5.6

Debt Equity Ratio:

Improvement in Debt equity ratio is attributable to reduction in Borrowings and increase in Net Worth, compared to previous year.

Net Profit Margin:

Net profit Margin has spiraled up mainly due to Other Income.

8. Return on Net Worth

Particulars	FY 2023-24	FY 2022-23
Return on Net Worth (%)	10.8	6.3

The return on net worth spiraled up due to increase in Profit for the year/ Net Profit by Rs.22.28 crore, due to better return on investments of the Company.

9. Segment wise Profitability

Auto-Components Segment reported Profit before Tax (PBT) of Rs. 14.91 crore. Renewable Energy Segment reported PBT of Rs. 10.06 crore and PBT from other (Un-allocable) segment/ Other Income was Rs. 31.07 crore.

10. Outlook, Opportunities and Threats

Indian economy vis-a-vis Commercial Vehicle (CV) Industry (Forecast)

As the dealers are carrying higher inventory, Commercial vehicle (CV) sales in India are likely to marginally decline in financial year 2024-25 (FY25) in volume by 4-7 per cent, according to ICRA - the Rating Agency.

Demand is expected to pick up in the second-half of the financial year.

VI) Communication received from ZF Friedrichshafen AG

As reported earlier, the Company had received a communication dated 19 October 2022, from ZF Friedrichshafen AG (''ZF AG''), regarding alleged infringement and passing off, of the trademark/mark “ZF” and/or “ZF India” and amongst other alleged demands, ZF Friedrichshafen AG, has claimed a sum of Rs.100 crores in damages from the Company. The Company continues to be of the opinion that, it has not committed any act of infringement and/or passing off, in any manner whatsoever. The Company vide communication dated 12 April 2023, had sent a detailed reply to ZF Friedrichshafen AG. The allegations of ZF Friedrichshafen AG and/or ZF India Private Limited are neither accepted nor acceptable to the Company. The Company has also sent a letter to certain affiliates of ZF Friedrichshafen AG, to cease and desist the use of the name “ZF” and/or “ZF India”, in relation to certain products, as per the terms of the No-Objection Letter dated 28 July 2006, issued by the Company to ZF Friedrichshafen AG. In addition to the same, the Company has filed 2 (two) commercial suits against ZF Friedrichshafen AG and others, before the Hon''ble District Court, Pune and the same are pending for adjudication before the Hon''ble District Court, Pune. This disclosure is made, without prejudice to the rights of the Company and only in order to comply with the applicable disclosure requirements to the Company, as a listed entity.

VII) Strategic Initiatives, Expansion and Capital Expenditure

1. Investment in Subsidiaries

The Company, as a strategy, has chalked out an Expansion Plan, by way of backward integration, mainly for manufacturing of some of the key components, required for the Company''s end product i.e. Steering Gear Systems. This backward integration is being undertaken through its three subsidiaries.

Names of the Subsidiaries are:

(i) DriveSys Systems Private Limited (DriveSys)

(ii) NexSteer Systems Private Limited (NexSteer)

(iii) Metacast Auto Private Limited (Metacast)

DriveSys - Wholly Owned Subsidiary

DriveSys has been formed to ensure in-house reliable source of supply of semi-finished components required for the Company''s existing business line. External market is planned to be tapped once internal requirement is fulfilled. DriveSys manufactures Machined Components viz. housing machining, sector shaft machining, piston machining, oil tanks, plastic injection moulding, Steering Pump Assembly etc.

As of March 31, 2024, your Company has invested, in DriveSys, Rs. 8 crore by way of capital and Rs 19.17

crore by way of loans. DriveSys has also availed Rs. 27.49 crore loan from a bank at the year-end.

DriveSys, under its Phase I Program, has commenced commercial production from the Month of March 2024. Thereafter, it has rammed up its operations with additional set of Machinery from the Month of June 2024.

Phase II of DriveSys is expected to be completed by end of March 2026. Estimated additional investment in DriveSys is expected to be around Rs. 100 crore, over a period of 2 years, which will be funded through loans from your Company/ banks. In Phase II, Metacast - your Company''s another subsidiary will partner DriveSys as its Captive Process Vendor for supply of castings required by DriveSys, for manufacturing of machined components. This would ensure reliable source of supply of castings to DriveSys.

Metacast - 51% Subsidiary and Joint-Venture

Metacast, formed in May 2023, is a Joint-Venture with Supreme Iron (India) Private Limited. It is in the foundry business.

As stated above, Metacast will operate as the Captive Process Vendor (CPV) for DriveSys for supply of castings. The estimated outlay for Metacast is around Rs. 50-60 crore to be infused by the promoters of Metacast and loan from Bank.

Your Company has invested Rs. 2.55 lakh by way of 51% equity participation. As of March 31, 2024, Metacast has availed Loans from (both) the Promoters of Rs. 20.37 crore. Additionally, Metacast has availed bank-loans of Rs 10.16 crore.

Factory building is almost ready. Most of the machineries have arrived and are installed/ being installed. Metacast is expected to commence production by end of September 2024.

NexSteer - Wholly Owned Subsidiary

Total project cost for NexSteer is Rs. 25 crore. Construction work for the factory is delayed and the same is expected to be completed by December 2024.

As of March 31,2024, your Company has invested Rs.

0.8 crore in equity share capital of NexSteer. Further, your Company has also given Loan of Rs. 13.03 crore to NexSteer.

2. Capital Expenditure

In the current Financial Year, your Company has planned Rs 50 crore towards replacement of old machinery, procuring balancing equipment etc. for its Pune and Pithampur factories.

3. Financing of Projects and Fund Raising

In order to finance the above mentioned projects and with a view to have a pool of growth capital for expanding the Company''s businesses and seize the business opportunities emerging from time to time, the Board has decided to make further issue of equity shares, in one or more tranches, for an amount not exceeding Rs. 200 crore (including share premium) through permissible modes such as private placement, preferential issue, qualified institutions placement etc. Notice of 44th AGM contains this item of business for the Members'' consideration and approval.

VIII) Internal Control System and its Adequacy

Your Company has aligned its current systems of internal financial control with the requirement of the Companies Act, 2013 (the Act). The Internal Control framework is intended to increase transparency and accountability in the Company''s process of designing and implementing systems of internal control. The framework requires a company to identify and analyse risks and manage appropriate responses.

The Company has successfully laid down the framework and ensured its effectiveness.

The Company has an effective Internal Control System commensurate with the size, scale and complexity of its operations. The Company''s Audit Committee periodically reviews adequacy and effectiveness of the Internal Control System. Further, the Internal Audit Department of the Company checks all the vouchers, financial reports, registers etc. To maintain its objectivity and independence, the Board has also appointed an external Chartered Accountant firm, M/s. Kirtane & Pandit LLP, Chartered Accountants, as Internal Auditors, which report to the Audit Committee of the Board. The scope of the Internal Audit is decided by the Audit Committee and the Board.

The Internal Auditors monitor and evaluate the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies for various functions in the organisation of the Company. The Audit Committee, Statutory Auditors and the process owners are periodically apprised of the internal audit findings, and important internal audit observations are also placed before the Audit Committee and the Board at their Meetings. Based on the report of Internal Auditor, process owners undertake corrective action, wherever required, in their respective areas and thereby strengthen the controls further. Audit observations and actions taken thereof are presented to the Audit Committee.

The Company''s Audit Committee regularly reviews the financial management reports and data and interacts with the External and Internal Auditors for ascertaining the adequacy of internal controls.

Based on its evaluation, the Company''s Audit Committee has concluded that, as of March 31, 2024, the Company''s internal financial controls were adequate and operating effectively.

IX) Cautionary Statement

The above ''Management Discussion and Analysis Report'' is a forward looking Statement based on the Company''s projections, estimates and perceptions. These statements reflect the Company''s current views with respect to the future events and are subject to risks and uncertainties. Actual results may vary materially from those projected here.

X) Conservation of Energy, Research and Development, Technology Absorption and Innovation, Foreign Exchange Earnings and Outgo:

The details as required under the Companies (Accounts) Rules, 2014, are given in Annexure-I to this Report.

XI) Board of Directors and Key Managerial Personnel:

As at March 31, 2024 as well as on the date of this Report, the Company''s Board comprised seven Directors, all professionals in their own right, who bring in a wide range of skills and experience to the Board. Two of them are Executive Directors, four are Independent Directors (including one Woman Independent Director) and one being Non-Executive/ Non-Independent Director.

Following are the changes in composition of the Board of Directors the Company, after the last Board Report of July 22, 2023.

Mr. Adit Rathi, Non-Executive, Independent Director of the Company, ceased to be a Director, following his resignation, for personal reasons, with effect from close of business hours on January 31, 2024.

Mr. Manish Motwani, Non-Executive, Independent Director, ceased to be a Director of the Company, pursuant to the conclusion of his second consecutive term, as an Independent Director of the Company, with effect from April 1, 2024. The Board places on record the appreciation for the valuable contribution, support and guidance rendered by Mr. Manish Motwani and Mr. Adit Rathi during their tenures as Directors of the Company.

Based on recommendation of the Nomination and Remuneration Committee of the Board, Dr. Dinesh Bothra, was appointed as a Non-Executive, Non-Independent Director of the Company, by the Board, with effect from February 3, 2024. The Members of the Company have approved the appointment of Dr. Bothra as Director of the Company by way of Postal Ballot on April 19, 2024.

Pursuant to the requirements under Section 152(6) of the Act, Mr. Utkarsh Munot retires by rotation and he offers himself for reappointment at the ensuing 44th Annual General Meeting of the Company. The Nomination and Remuneration Committee and the Board of Directors of the Company have recommended the reappointment of Mr. Utkarsh Munot (DIN: 00049903) in the ensuing Annual General Meeting.

Further, based on the recommendations of the Nomination and Remuneration Committee, the Board of Directors of the Company, appointed Mr. Rohit Rathi (DIN: 00018654) as an Additional Director, in the capacity of Non-Executive, Independent Director, with effect from August 6, 2024. As per the provisions of Section 161 of the Act and the Articles of Association of the Company, Mr. Rohit Rathi, shall hold office as Additional Director up to the date of the ensuing 44^th Annual General Meeting and is eligible for appointment as an Independent Director. The Company has also received the Notice of candidature of Mr. Rohit Rathi, from a Member, in terms of Section 161 of the Act. Further, Mr. Rohit Rathi has confirmed that he is not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact his ability to discharge his duties with an objective independent judgement and without any external influence in terms of Regulation 25(8) of the Listing Regulations, and has also furnished declaration in terms of Section 149(7) of the Act, that he meets the criteria prescribed for Independence under Section 149(6) of the Act, along with the affirmation pursuant to Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, that his registration on Independent Directors'' Databank is in force.

The Board recommends appointment of Mr. Rohit Rathi as the Non-Executive, Independent Director of the Company, with effect from August 6, 2024 to August 5, 2029, to the members for their approval at the forthcoming 44^th Annual General Meeting.

The Resolutions for reappointment/ appointment of Mr. Utkarsh Munot and Mr. Rohit Rathi, along with their brief profiles, forms a part of the Notice of 44th Annual General Meeting of the Company.

There was no change in the Key Managerial Personnel during the year.

1. Board Diversity

The Company recognizes and embraces the importance of a diverse Board in its success. The Company believes that a truly diverse Board will leverage differences in thought, perception, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help the Company to retain its competitive advantage.

2. Independent Directors

Pursuant to the provisions of Section 149 of the Act and Regulation 25 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Regulations) Regulations, 2015 (the Listing Regulations), the Independent Directors of the Company have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed there under and Regulation 16(1)(b) of the Listing Regulations. In terms of Regulation 25(8) of the 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 judgment and without any external influence.

Further, declaration on compliance with Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended by Ministry of Corporate Affairs (“MCA”) Notification dated October 22, 2019, regarding the requirement relating to enrolment in the Data Bank created by MCA for Independent Directors, has been received from all Independent Directors of the Company. Further, all the Independent Directors have either qualified or are exempted from the self-assessment conducted by the Independent Directors'' Databank.

Familiarisation Programmes for Independent Directors

Independent Directors play a pivotal role in upholding Corporate Governance norms and ensuring fairness in decision-making. Being experts in various fields, they also bring independent judgement on matters of strategy, risk management, controls and business performance.

Details of familiarization programme, imparted to the Independent Directors, are available on the website of the Company at www.zfindia.com.

At the time of appointing a new Independent Director, a formal letter of appointment is issued to the Director, inter alia, explaining the role, duties and responsibilities of the Director. The Director is also explained in detail the compliances required from him/ her under the Act, SEBI Regulations and other relevant regulations.

3. Performance Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees, and individual Directors pursuant to the provisions of the Act and the Listing Regulations.

Your Board has constituted the Nomination and Remuneration Committee (hereinafter referred to as “the Committee”), in order to oversee, inter-alia, matters relating to:

(i) Identification of persons who are qualified to become directors and persons who can be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal;

(ii) Formulate the criteria for determining qualifications, positive attributes and independence of a director;

(iii) Recommend to the Board a policy relating to the remuneration for the directors, key managerial personnel and other employees;

(iv) Carry out evaluation of every director''s performance including that of Independent Directors; and

(v) Devise a policy to be followed for identification, appointment, remuneration and evaluation of performance of directors including Company''s Board diversity etc., as approved by the Board.

Further, the Company has devised a Policy, for performance evaluation of Independent Directors, Board as a whole, Committees of the Board and other individual Executive/ Non-Executive Directors. The Policy includes criteria for performance evaluation. The criteria are based upon age, experience, quality of participation in Board/ Committee proceedings, attendance at meetings, contribution by strategic inputs and others. The criteria along with additional requirements prescribed by Section 149 of the Act are used for selection of Independent Directors.

The Board evaluated its performance after seeking inputs from all the Directors based on criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members based on criteria such as the composition of committees, effectiveness of committee meetings, etc. The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India.

In a separate meeting of Independent Directors, performance of the Non-Independent Directors and the Board as a whole and the Chairman of the Company was evaluated taking into account the views of Executive Directors and Non-Executive Directors.

The above evaluations were then discussed at the Board meeting that followed the meeting of the Independent Directors and the Nomination and Remuneration Committee, at which the performance of the Board, its Committees, and individual Directors

was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

The Company has carried out the performance evaluation during the year under report. The Board of Directors expressed satisfaction with the evaluation process.

XII) Directors'' Responsibility Statement

1. In the preparation of the Annual Financial Statements for the financial year ended on March 31, 2024, the applicable Accounting Standards read with requirements set out under Schedule III to the Companies Act, 2013, have been followed and there are no material departures from the same;

2. the Directors have 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 at March 31,2024, and of the profit of the Company for the financial year ended on that date;

3. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. the Directors have prepared the annual financial statement on a ''going concern'' basis;

5. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls, in their opinion, are adequate and are operating effectively; and

6. the Directors have organised/ devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

XIII) Corporate Governance

Pursuant to Regulation 34(3) read with Schedule V of the Listing Regulations, a detailed report on Corporate Governance is given in Annexure - II along with the Auditors'' Certificate on its compliance, which forms part of this report.

XIV) Business Responsibility and Sustainability Report

The Business Responsibility and Sustainability Report, for the year ended on March 31, 2024, as stipulated under Regulation 34 of the Listing Regulations, forms part of this Annual Report. The Business Responsibility and Sustainability Report is also available on the Company''s website at www.zfindia.com.

XV) Other Aspects

1. Particulars of Loans given, Investments made, Guarantees given and Securities provided

The Particulars of Loans given Investments made, Guarantees given and Securities provided by the Company, are disclosed in the Financial Statements forming part of this Annual Report.

2. Contracts and Arrangements with Related Parties

All contracts/ arrangements/ transactions entered into by the Company during FY 2023-24, with related parties were on an arm''s length basis and in the ordinary course of business.

Prior approval of the members of the Audit Committee, who are Independent Directors, was obtained for all the related party transactions in terms of provisions of Regulation 23(2) of the Listing Regulations.

There were no material Related Party Transactions (RPTs) undertaken by the Company during the year that require Shareholders'' approval under the provisions of Regulation 23(4) of the Listing Regulations or Section 188 of the Act. Certain transactions which were repetitive in nature were approved through omnibus route. The Audit Committee reviews the details of the Related Party Transactions entered pursuant to the omnibus approval, on a quarterly basis.

All the transactions were in compliance with the applicable provisions of the Act and the Listing Regulations. The details of RPTs during FY 202324, are provided in the Note 36 accompanying the financial statements. Given that the Company does not have any RPTs to report pursuant to provisions of Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014, Form AOC-2, is not required to be attached to the Financial Statements of the Company.

During FY 2023-24, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company other than sitting fees and reimbursement of expenses, as applicable.

Further, the Board recommends the proposed resolution, for approval of the Members, forming part of Notice of 44^th AGM, in respect of giving loan/s to or giving guarantee/ security/ undertaking for credit facilities availed/ to be availed by Metacast Auto Private Limited (Metacast), a subsidiary of the Company, of an amount not exceeding Rs. 75 crore, in one or more tranches. The transaction/s being a material related party transaction has been approved and recommended by the Audit Committee and approved by the Board of Directors of the Company, now requires Members'' approval.

The Company has formulated a policy on Related Party Transactions (RPTs) in accordance with the Act and the Listing Regulations including any amendments thereto for identifying, reviewing approving and monitoring of RPTs. The said policy is available on the Company''s website: http://www.zfindia.com/policies-codes.php.

3. Corporate Social Responsibility (CSR)

Pursuant to provisions of Section 135 of the Act read with the Companies (Corporate Social Responsibility) Rules, 2014, and various amendments and clarifications issued by the Ministry of Corporate Affairs, the Company has its CSR Policy, which is available on the Company''s website www.zfindia.com. The Annual Report on CSR activities is annexed herewith marked as Annexure III.

4. Risk Management

The Company follows a specific, well-defined risk management framework which is integrated with its operations.

The Company''s Risk Management approach has been developed after taking cognizance of the relevant statutory guidelines, stakeholders'' feedback, forecast and expert judgment.

Your Company is not required to constitute a separate Risk-Management Committee.

The Audit Committee of the Board of Directors has been entrusted to identify/ anticipate the possible risk and certify the Risk Mitigation Plan. Further, the Company''s Senior Management Team addresses functional, operational, and strategic risks in their corresponding area of responsibility covering overall risks in the area of commercial, technical, information technology and statutory compliance.

The Company''s Risk Management Framework inter-alia provides for the following:

i. pro-active processes within the Risk Management Framework for reporting, evaluating and resolving risks;

ii. Identifying and assessing risks associated with various business decisions before they materialize;

iii. Take informed decisions at all levels of the organization in line with the Company''s risk appetite;

iv. Ensuring protection of shareholders'' stake by establishing an integrated Risk Management Framework for identifying, assessing, mitigating, monitoring, evaluating and reporting all risks;

v. Adoption and implementation of risk mitigation measures at every level in order to achieve longterm goals effectively and sustainably; and

vi. Regularly review Risk Tolerance levels of the Company.

The Company manages, monitors and reports on the major risks and uncertainties, those can impact its ability to achieve its strategic objectives. The Company has introduced several improvements in internal control management to drive a common integrated view of risks, optimal risk mitigation, responses and efficient management of internal control and assurance activities.

5. Auditors and Auditors'' Report Statutory Auditors

The Company in its 39^th Annual General Meeting held on September 20, 2019 had appointed M/s. Joshi Apte & Company, Chartered Accountants (Firm Registration No. 104370W), as Statutory Auditors of the Company, for a period of five consecutive years from the conclusion of 39^th Annual General Meeting until the conclusion of 44^th Annual General Meeting.

There are no qualifications, reservations or adverse remarks in the Statutory Auditor''s Report for the Financial Year 2023-24. The Statutory Auditors'' Report is enclosed with the financial statements in the Annual Report.

Further, pursuant to the recommendations of the Audit Committee and the Board of Directors of the Company, M/s. Joshi Apte & Company, Chartered Accountants (Firm Registration No. 104370W), are proposed to be reappointed in 44^th Annual General Meeting, subject to the approval of the members of the Company, for a second term, till the conclusion of 49^th Annual General Meeting of the Company.

A resolution seeking their reappointment forms a part of the Notice convening 44^th Annual General Meeting for the approval of the Members of the Company. Secretarial Auditors

The Board had appointed M/s. SIUT & Co., LLP, Company Secretaries, to conduct Secretarial Audit for the financial year 2023-24. The Secretarial Audit Report for the same is annexed herewith as Annexure IV.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

6. Disclosures Meetings of the Board

Four Meetings of the Board of Directors were held during the financial year 2023-24. Detailed information is given in the Report on Corporate Governance, forming part of this Annual Report.

7. Committees of the Board Audit Committee

The Company has an Audit Committee pursuant to the requirements of the Act read with the rules framed there under and the Listing Regulations. The details

relating to the same are given, in the Corporate Governance Report, forming part of this Report. All the recommendations made by the Audit Committee were accepted by the Board.

The Audit Committee performs its functions as set out under Part C of Schedule II to the Listing Regulations. The detailed terms of reference of the Audit Committee are set out in the Corporate Governance Report. Nomination and Remuneration Committee The Company has Nomination and remuneration Committee (the Committee) pursuant to Section 178 of the Act read with rules made there under and Regulation 19 of the Listing Regulations. The brief details pertaining to the same are given in Corporate Governance Report, forming part of this Report. All the recommendations made by the Committee were accepted by the Board.

The Nomination and Remuneration Committee performs its functions as set out under Part D Para A of Schedule II to the Listing Regulations.

The detailed terms of reference and functions are set out in Corporate Governance Report.

Remuneration Policy

The Board, has on the recommendation of the Nomination & Remuneration Committee, approved a policy for selection, appointment and remuneration of Directors and Senior Management. The detailed Remuneration Policy is placed on the Company''s website www.zfindia.com.

Stakeholders'' Relationship Committee

The Board has constituted Stakeholders'' Relationship Committee in accordance with the provisions of Section 178 of the Act read with rules made thereunder and Regulation 20 of the Listing Regulations.

The Stakeholders'' Relationship Committee performs its functions as set out under Part D Para B of Schedule II to the Listing Regulations.

The detailed terms of reference and functions are set out in Corporate Governance Report.

Corporate Social Responsibility Committee

The Company has constituted Corporate Social Responsibility Committee pursuant to the Section 135 of the Act and Rules made thereunder. The detailed functions and constitution thereof of the Corporate Social Responsibility Committee are set out in Corporate Governance Report.

8. Vigil Mechanism/ Whistle Blower Policy

The Company has devised Vigil Mechanism, in terms of Section 177 of the Act and Regulation 22 of the Listing Regulations.

The Audit Committee periodically reviews the functioning of the Vigil Mechanism and ensures that:

a. All the Directors/ Employees are made aware of the Company''s Vigil Mechanism;

b. The Vigil Mechanism provides adequate safeguards against victimization of person who use such mechanism and also provides direct access to the Chairman of the Audit Committee in appropriate/ exceptional cases; and

c. The Company had Whistle Blower Policy in terms of Section 177 of the Act and Regulation 22 of the Listing Regulations, which outlined procedures for a person who is willing to use the Vigil Mechanism to address their concerns.

Further, no concerns were raised by any of the employees of the Company during the Financial Year. The Policy on Vigil Mechanism and Whistle Blower may be accessed on the website of the Company at http://www.zfindia.com/annual-return.php.

9. Annual Return

The Annual return is placed on the Company''s website www.zfindia.com.

10. Particulars of Employees and related disclosures

Considering the provisions of Section 197 of the Act, read with the relevant rules and having referred to provisions of Section 136(1) of the Act, the Board''s Report is being sent to the Members of the Company, excluding details of particulars of employees and related disclosures. The said information/ details is available for inspection at the Registered Office of the Company during working hours, on any working day. Any Member interested in obtaining this information may write to the Company Secretary and this information would be provided on request.

11. Disclosure - Policy on Prevention of Sexual Harassment at Workplace

The Company has in place, a policy on Prevention of Sexual Harassment at Workplace in line with the requirements of ''The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013'' and the Rules framed there under. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, temporary, trainee etc.) are covered under this Policy. During the year, no complaint with allegation of sexual harassment was received by the Company.

12. General

(i) The Company held no deposits at the beginning of the year, nor accepted any deposits during the year under report.

(ii) All equity shares issued by the Company rank pari-passu in respect of right to receive dividend, voting rights or otherwise.

(iii) During the year under review, no shares were issued as sweat equity to any of the employees or others.

(iv) The Company had three Subsidiaries during the Financial Year 2023-24. However, no remuneration was received by any Whole-time Director/ Employees of the Company, from any of the subsidiaries.

(v) During the year under report, no strictures or material orders were passed by any Regulator or a Court or a Tribunal, which may impact on the going concern status of the Company or its operations in future.

(vi) There has been no instance of fraud reported by the Auditors under Section 143(12) of the Act and Rules framed there under either to the Company or to the Central Government.

(vii) The Central Government, under Section 148(1) of the Act, has not prescribed maintenance of cost records in respect of the activities carried out by the Company.

(viii) During FY 2023-24, the Company has complied with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

(ix) There have been no material changes or commitments affecting the financial position of the Company which have occurred between the end of the Financial Year to which the Financial Statements relate and the date of this report.

(x) The Company has not filed any application or no proceeding is pending against the Company under the Insolvency and Bankruptcy Code, 2016, during FY 2023-24.

(xi) The Company has not made any one-time settlement application during the year and thus disclosure for difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the banks or financial institutions, is not applicable to the Company.

XVI) Acknowledgement

The Board of Directors takes this opportunity to thank the Company''s members, customers, suppliers, bankers/ business partners, employees, and Central and State Governments for their consistent support and co-operation to the Company.

Dinesh Munot

Pune Chairman

August 10,2024 (DIN:00049801)

---

Mar 31, 2023

The Board of Directors is delighted to present the 43^rd Annual Report on the business and operations of ZF Steering Gear (India) Limited (the Company) along with the summary of Standalone and Consolidated financial statements for the financial year (FY) ended March 31, 2023.

I) Performance Review and state of the Company''s affairs

Particulars	FY 2022-23	CM CM i T— CM O CM > LL	FY 2022-23
	Standalone		Consolidated
Revenue from Operations and other Income	464.41	333.78	463.71
Profit before Depreciation and Tax	70.10	61.60	69.20
Depreciation and Amortization Expenses	32.18	31.39	32.18
Profit before Tax (PBT)	37.20	29.90	36.30
Tax Expense	11.76	11.63	11.76
Profit for the year	25.44	18.27	24.54
Other comprehensive Income	-0.97	0.20	-0.97
Total Comprehensive Income for the year	24.47	18.47	23.57
Balance of Profit Brought Forward from previous year	148.37	129.90	148.37
Transfer to General Reserve	Nil	Nil	Nil
Closing balance as per the Profit and Loss Statement c/f	172.84	148.37	171.94
Earnings Per Share Basic and Diluted (Rs.)	28.04	20.14	27.05

*Note: As of March 31, 2022, the Company did not have any Subsidiary or Joint-Venture or Associate Company, and hence, the Consolidated Financial Summary for previous financial year 2021-22 is not applicable/ not required to be disclosed.

II) Dividend

The Board is pleased to recommend a Dividend of Rs. 5 per equity share, having face value of Rs. 10 each, for the Financial Year ended on March 31, 2023, subject to the approval of the Members at the 43^rd Annual General Meeting.

III) Share Capital, Memorandum and Articles of Association

As on March 31, 2023, the paid-up share capital of the Company stood at Rs. 9,07,73,000, comprising 90,73,300 equity shares of face value of Rs. 10 fully paid-up. Out of the above, the Promoters held 61,07,376 equity shares comprising 67.3% of the equity share capital of the Company. The Board of Directors of the Company, at its meeting held in October 2022, decided to explore various avenues for fund-raising including by way of increase in share capital of the Company.

The Board, at the same meeting, also approved the proposal to increasing the Authorised Share Capital from Rs. 10 crore comprising 1 crore equity shares of Rs. 10 each to Rs. 20 crore comprising 2 crore equity shares of Rs. 10 each, subject to the approval of Members of the Company. Increasing the Authorised Share Capital of the Company would entail alteration of the Memorandum of Association and Articles of Association (Articles) of the Company.

The existing Articles of the Company are in line with the provisions under the erstwhile Companies Act, 1956. It is proposed to substitute the existing Articles to align with the provisions under the Companies Act, 2013.

The above proposals with regard to increase of Share Capital and alteration of Memorandum of Association and Articles of Association form part of the Notice for 43^rd Annual General Meeting. The Board recommends these Resolutions for kind approval of Members.

During FY 2022-23, there was an inter-se transfer of shares between the Promoters of the Company viz. Mr. Dinesh Munot, Mr. Utkarsh Munot and Robert Bosch Automotive Steering, GmbH (RBAS), wherein 23,40,155 equity shares of the Company held by RBAS were acquired by Mr. Dinesh Munot and Mr. Utkarsh Munot. The detailed shareholding pattern after this change is available on the website of the Company at www.zfindia.com as well as on BSE Limited.

IV) Consolidated Financial Statements

Subsidiaries, Associates and Joint Ventures

The Company has prepared Consolidated Financial Statements for the Financial Year ended on March 31, 2023, in addition to Standalone Financial Statements, as there were two Wholly-Owned Subsidiaries of the Company as of March 31, 2023, which were incorporated during FY 2022-23. Names of those companies are

i. DriveSys Systems Private Limited and

ii. NexSteer Systems Private Limited

The Company did not have any Joint Venture or Associate Company as of March 31, 2023.

For detailed report on the Company''s Subsidiaries Form AOC-1 is attached to the Financial Statements for the Financial Year ended on March 31, 2023, forming part of this Annual Report.

The Company entered into a Shareholder''s Agreement with Supreme Iron (India) Private Limited and made investment in a company named as METACAST AUTO Private Limited, which company became a subsidiary company after the Financial Year ended on March 31, 2023.

V) Management discussion and Analysis

1. Indian Economy

For the Indian economy, which is the world''s fifth-largest economy by nominal Gross Domestic Product (GDP), year 2023 was a year of resilience and of successfully navigating a challenging external environment. The stability and growth momentum continued despite multiple global headwinds including the Omicron wave, the Ukraine-Russia offensive with subsequent elevated crude prices and persistent global supply chain disruptions. The global inflation in advanced economies was accompanied by tightening monetary policy stance, which in turn created a ripple effect in global markets. Despite inflationary pressures and global macro uncertainties, the Indian economy grew by 7.2 per cent in FY 2022-23 spurred on by strong private consumption and investment. Thereby, India remains one of the fastest growing economies in the world. Reserve Bank of India, on its part, undertook monetary and liquidity measures to rein in inflation while continuing to support economic growth. Some other measures included cutting down excise duty on fuel and supply-side measures to ease food inflation. The government''s focus on bolstering capital expenditure also supported domestic demand. The Economic Survey 2022-23 highlighted that India''s economic recovery from the pandemic is complete and the economy is expected to grow in the range of 6% to 6.8% in the current financial year 2023-24.

2. Industry Overview

Number of Commercial Vehicles (CV) Sold

Your Company caters to requirements of steering gear systems for a range of Commercial Vehicles (including buses) and Tractors. The Company''s Power Steering Systems are fitted on Commercial Vehicles as well as some models of Tractors. Mechanical Steering Gears are fitted mainly on Tractors.

Commercial Vehicles saw a buoyant growth in FY 2022-23. This was on back of the massive government and private spending and a push for mining and infrastructure development, leading to increased demand, especially for heavy commercial vehicles. The explosion of e-commerce companies led to a rise in sales of light commercial vehicles.

The overall Commercial Vehicle sales increased to 10.41 lakh units in FY 2022-23, as compared to 8.09 lakh units in FY 2021-22, registering annualised growth of 29%. Sales of Medium and Heavy Commercial Vehicles increased from 2.72 lakh to 3.81 Lakh units (40% increase) and Light Commercial Vehicles increased from 5.36 lakh to 6.60 lakh units (23% increase) in FY-2022-23, compared to the previous year.

(Source: SIAM)

3. Company Overview Company Sales: (Numbers)

Type	FY 2022-23	FY 2021-22	Growth
Power
	2,43,858	1,59,408	53.0%
Steering
Mechanical Steering	43,520	64,126	-32.1%

It may be noted that the Company had introduced new “Hydraulic Power Assisted Steering Gears” (HPAS) for Tractors, which replaced Mechanical Steering Gears in some models of Tractors. The decline in number of Mechanical Steering Gears is attributable to this reason and to that extent Power Steering numbers are higher.

4. Renewable Energy Solar Energy

The Company''s 5 MW Solar Power Project at Gujarat Solar Park, Charnka Village, District Patan (Kutch), Gujarat, generated 0.80 crore Units of Electricity with sales-revenue of Rs. 8.90 crore in the FY 2022-2023.

The entire electricity is purchased by Gujarat Urja Vikas Nigam Limited (GUVNL), a Government of Gujarat Company, in terms of the multi-year Power Purchase Agreement.

The Company''s rooftop solar project, situated at its Vadu Budruk plant, generated around 0.09 crore units of electricity in FY 2022-2023, which was captively consumed in the said plant.

Wind Energy

Wind Turbine Machines, owned and operated by the Company, located in districts of Satara, Ahmednagar & Sambhajinagar, having aggregate capacity of over 8.10 MW generated a total of 1.22 crore units in FY 2022-2023. Out of this, 0.64 crore units were used as captive consumption, which accounted for approximately 41.38% of the energy-consumption of the Company''s factory at Village Vadu Budruk, and remaining 0.58 crore units were sold to Maharashtra State Electricity Board.

5. Financials of the Company Revenue from Operations

During the year, revenue from sales of autocomponents, that is Steering Gear Systems and its components, spiraled up by 54.6%, as explained above. Consequently, the Revenue from Operations went up by 44%.

Finance Cost

Finance cost was Rs. 0.72 crore for FY 2022-23 compared to Rs. 0.31 crore in FY 2021-22. The major reason for rise in finance-cost was more number of leasehold properties occupied by the Company during the year and (notional) interest being accounted in the books, pursuant to the provisions of the Indian Accounting Standards, as applicable. This amount was Rs. 0.47 crore vis-a vis Rs. 0.18 crore in FY 2021-22.

Other Income

During the year under review, Other Income was Rs. 13.98 crore as against Rs. 20.98 crore in the Financial Year 2021-22. Other Income (mainly) is aggregate of the realised gains during the financial year, on sale of financial investments and the unrealised gains, based on market values as of March 31, 2023, from the financial investments held as of that date. For details of Other Income, kindly refer to Note No. 16 to the Financial Statements.

Financial Investments

As of March 31, 2023, Financial Investments of the Company stood at Rs. 155.46 crore as against Rs. 118.60 crore in FY 2021-22. Both the amounts reflect the fair/ market value of the financial investments held by the Company, at end of the respective financial years apart from bonds, which are valued at cost. For list of Investments held by the Company at year-end, kindly refer to Note No. 5[a] of the Financial Statements.

Profitability

Thanks to the significant improvement in revenue from operations, mainly from Auto Components Segment, Profit before Tax spiraled up to Rs. 37.20 crore for FY 2022-23 in comparison to Rs. 29.90 crore for FY 2021-22. Profit after tax is Rs. 25.44 crore and total comprehensive income was Rs. 24.47 crore. Earnings per share was Rs. 28.04.

6. Credit Rating

In the Month of March, 2023, ICRA - the Credit Rating Agency, retained the Credit Rating A for Long Term Fund based and Non-Fund based Credit Facilities and A1 for Short Term Non-Fund Based Credit Facilities. Further, the outlook on ratings of the Long Term Credit facilities was also retained as ‘Stable''.

7. Key Financial Ratios

In accordance with the relevant provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations), the key financial ratios are as under:

Particulars	FY 2022-23	FY 2021-22
Debt Equity Ratio	0.10	0.09
Inventory Turnover Ratio (in times)	7.54	6.30
Interest Coverage Ratio (in times)	111.27	97.45
Debtors Turnover Ratio (in times)	4.57	3.71
Current Ratio (in times)	2.04	2.38
Operating Profit Margin (%)	15.38	13.68
Net Profit Margin (%)	5.6	5.8

8. Segment wise Profitability

Auto-Components Segment reported Profit before Tax (pbt) of Rs. 20.95 crore. Renewable Energy Segment reported PBT of Rs. 9.75 crore and Profit Before Tax from other (Un-allocable) segment/ Other Income was Rs. 6.50 crore.

9. Outlook, Opportunities and Threats

Indian economy, Including Automotive Industry, Is expected to do well due to changing global dynamics, government''s focus on developing robust infrastructure, demographics, domestic demand and digital infrastructure.

Rating agency ICRA expects the Indian Commercial Vehicle (CV) industry volumes to grow by 7%-10% in FY 2024, supported by replacement demand, pick-up in mining, infrastructure, and construction activities, and overall healthy fleet utilisation levels. The scrappage policy, which was announced in March 2021, has been implemented from April 1,2023, and is likely to contribute to the growth of new CV sales. It is being implemented in phases, primarily with a view to reducing the carbon footprint.

Your Company has prepared itself to capitalise on these opportunities by way of adequate capacity built-up and also by undertaking projects of backward integration through subsidiaries and joint-venture companies, separately discussed in this Report.

The downside risks to the Indian economy can be volatility in oil prices, bad monsoon and uncertain global scenario. India is still projected to be the world''s fastest growing economy this financial year.

VI) Communication received from ZF Friedrichshafen AG

As reported earlier, the Company had received a communication dated October 19, 2022, from ZF Friedrichshafen AG (ZF AG), regarding alleged infringement and passing off of the trademark/ mark “ZF” and/ or “ZF India” and amongst other alleged demands, ZF Friedrichshafen AG, has claimed a sum of Rs. 100 crore in damages from the Company. The Company continues to be of the opinion that, it has not committed any act of infringement and/or passing off, in any manner whatsoever. The Company vide communication dated April 12, 2023, has sent a detailed reply to the said communication of ZF Friedrichshafen AG. The allegations of ZF Friedrichshafen AG and/ or ZF India Private Limited are neither accepted nor acceptable to the Company. The Company has also sent a letter to certain affiliates of ZF Friedrichshafen AG, to cease and desist the use of the name “ZF” and/ or “ZF India”, in relation to certain products, as per the existing arrangements and/ or rights of the Company.

The Company has also initiated the following legal proceedings before the Courts at Pune:

1. Suit No. 1: Seeking for permanent injunction under Section 142 of the Trade Marks Act, 1999 and for damages and other reliefs against ZF AG, Mr. Suresh KV (agent of ZF AG) and Ms. Abha Jaiswal (agent of ZF AG) and the Company along with other reliefs have claimed damages of Rs. 200,00,00,000 from them.

2. Suit No. 2: Suit for passing off, seeking permanent injunction and damages under Section 134 and other applicable provisions of the Trade Marks Act, 1999 and other applicable laws against ZF AG, ZF India Private Limited, ZF Rane Automotive India Private Limited and ZF Commercial Vehicle Control Systems India Limited and the Company along with other reliefs have claimed damages of Rs. 200,00,00,000 from them.

VII) Strategic Initiatives, Expansion and Capital Expenditure

1. Investment in Wholly-Owned Subsidiaries

As informed earlier, the Company incorporated, in April 2022, two Wholly-Owned Subsidiaries, as a step towards expansion by way of backward integration for production of some of the key components, required for the Company''s end product i.e. Steering Gear Systems.

Names of the Wholly-Owned Subsidiaries (WOS) are:

(i) DriveSys Systems Private Limited (DriveSys)

(ii) NexSteer Systems Private Limited (NexSteer)

The Company has so far invested Rs. 8 crore in DriveSys and Rs. 8 lakh in NexSteer by way of subscription to the equity share capital of these companies. The Company also infuses funds by way of loans and has extended support by providing security for credit facilities availed by DriveSys from bank. Total capital outlay to be made on the above projects will be in vicinity of Rs. 100 crore.

Both these companies have acquired and taken possession of industrial land at Maharashtra Industrial Development Corporation (MIDC) Supa Parner Industrial Park, Ahemdnagar, Maharashtra. The construction activities for the factory shed of both the companies situated at the above locations are in progress. DriveSys has ordered major machinery for its business operations. These companies are expected commence operations by last quarter of the current Financial Year.

2. Joint-Venture

In the current financial year, your Company has entered into a Joint Venture Agreement with Supreme Iron (India) Private Limited, for manufacturing of castings, an important raw material component for your Company. A Joint Venture Company, in name of METACAST AUTO Private Limited, has been formed, which is a subsidiary of your Company. Your Company has so far invested

Rs. 2,55,500 by way of 51% equity participation to the equity share capital in the Joint-venture company. Land for the project is being acquired at MIDC Kagal near Kolhapur, Maharashtra. The project-cost is expected to be in the range of Rs. 40-50 crore, which is being funded through equity capital and loans. The Project is expected to be completed by end of the current financial year.

3. Capital-Expenditure

The Company is working on projects of backward integration as mentioned in above paragraphs of this Report and evaluating various sources of funds including infusion of equity capital.

Vlll)lnternal Control System and its Adequacy

Your Company has aligned its current systems of internal financial control with the requirement of the Companies Act, 2013 (the Act). The Internal Control framework is intended to increase transparency and accountability in the Company''s process of designing and implementing systems of internal control. The framework requires a company to identify and analyse risks and manage appropriate responses.

The Company has successfully laid down the framework and ensured its effectiveness.

The Company has an effective Internal Control System commensurate with the size, scale and complexity of its operations. The scope of the Internal Audit is decided by the Audit Committee and the Board. The Internal Audit Department of the Company checks all the vouchers, financial reports, registers etc. To maintain its objectivity and independence, the Board has also appointed an external Chartered Accountant firm, M/s. Kirtane & Pandit LLP, Chartered Accountants, as Internal Auditors, which report to the Audit Committee of the Board.

The Internal Auditors monitor and evaluate the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies for various functions in the organisation of the Company. The Audit Committee, Statutory Auditors and the process owners are periodically apprised of the internal audit findings and important internal audit observations are also placed before the Board at its Meetings. Based on the report of Internal Auditor, process owners undertake corrective action, wherever required, in their respective areas and thereby strengthen the controls further. Audit observations and actions taken thereof are presented to the Audit Committee.

The Company''s Audit Committee regularly reviews the financial management reports and data and interacts with the External and Internal Auditors for ascertaining the adequacy of internal controls.

Based on its evaluation, the Company''s Audit Committee has concluded that, as of March 31, 2023, the Company''s internal financial controls were adequate and operating effectively.

IX) Cautionary Statement

The above ''Management Discussion and Analysis Report'' is a forward looking Statement based on the Company''s projections, estimates and perceptions. These statements reflect the Company''s current views with respect to the future events and are subject to risks and uncertainties. Actual results may vary materially from those projected here.

X) Conservation of Energy, Research and Development, Technology Absorption and Innovation, Foreign Exchange Earnings and Outgo:

The details as required under the Companies (Accounts) Rules, 2014, are given in Annexure-I to this Report.

XI) Board of Directors and Key Managerial Personnel

1. At the year ended on March 31, 2023, the Board of Directors comprised three Non- Independent Directors (including two executive Directors) and Five Independent Directors. Mr. Sandeep Nelamangala (DIN: 08264554), Non-Executive, Non-Independent Director, ceased to be a Director of the Company, following his resignation, with effect from April 6, 2023. The Board places on record the appreciation for the valuable contribution, support and guidance rendered by Mr. Nelamangala during his tenure as Director of the Company.

2. Further, pursuant to the requirements under Section 152 of the Act and the Articles of Association of the Company, Mr. Dinesh Munot offers himself for reappointment at the ensuing 43^rd Annual General Meeting of the Company.

The Resolution for the reappointment of Mr. Dinesh Munot with his brief profile, forms a part of the Notice of the 43^rd Annual General Meeting of the Company.

There was no change in the Key Managerial Personnel during the year.

3. Board Diversity

The Company recognizes and embraces the importance of a diverse board in its success. The Company believes that a truly diverse board will leverage differences in thought, perception, knowledge, skill, regional and industry experience, cultural and geographical background, age, ethnicity, race and gender, which will help the Company to retain its competitive advantage.

4. independent Directors

Pursuant to the provisions of Section 149 of the Act and Regulation 25 of Securities and Exchange Board of India (Listing Obligations and Disclosure Regulations) Regulations, 2015 (the Listing Regulations}, the Independent Directors of the Company have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed there under and Regulation 16(1 )(b) of the Listing Regulations. In terms of Regulation 25(8) of the 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 Judgment and without any external influence.

Further, declaration on compliance with Rule 6(3) of the Companies (Appointment and Qualification of Directors) Rules, 2014, as amended by Ministry of Corporate Affairs (“MCA”) Notification dated October 22, 2019, regarding the requirement relating to enrolment in the Data Bank created by MCA for Independent Directors, has been received from all Independent Directors of the Company. Further, all the Independent Directors have either qualified or are exempted from the self-assessment conducted by the Independent Directors'' Databank.

Familiarisation Programmes for independent Directors

Independent Directors play a pivotal role in upholding Corporate Governance norms and ensuring fairness in decision-making. Being experts in various fields, they also bring independent judgement on matters of strategy, risk management, controls and business performance.

At the time of appointing a new Independent Director, a formal letter of appointment is issued to the Director, inter alia, explaining the role, duties and responsibilities of the Director. The Director is also explained in detail the compliances required from him/ her under the Act, SEBI Regulations and other relevant regulations.

5. Performance Evaluation

The Board of Directors has carried out an annual evaluation of its own performance, Board Committees, and individual Directors pursuant to the provisions of the Act and the Listing Regulations.

Your Board has constituted the Nomination and Remuneration Committee (hereinafter referred to as “the Committee”), in order to oversee, inter-alia, matters relating to:

(i) Identify persons who are qualified to become directors and persons who can be appointed in senior management in accordance with the criteria laid down, recommend to the Board their appointment and removal;

(ii) Formulate the criteria for determining qualifications, positive attributes and independence of a director;

(iii) Recommend to the Board a policy relating to the remuneration for the directors, key managerial personnel and other employees;

(iv) Carry out evaluation of every director''s performance including that of Independent Directors; and

(v) Devise a policy to be followed for identification, appointment, remuneration and evaluation of performance of directors including Company''s Board diversity etc., as approved by the Board.

Further, the Company has devised a Policy, for performance evaluation of Independent Directors, Board as a whole, Committees of the Board and other individual Executive/ Non-Executive Directors. The Policy includes criteria for performance evaluation. The criteria are based upon age, experience, quality of participation in Board/ Committee proceedings, attendance at meetings, contribution by strategic inputs and others. The criteria along with additional requirements prescribed by Section 149 of the Act are used for selection of Independent Directors.

The Board evaluated its performance after seeking inputs from all the Directors based on criteria such as the Board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members based on criteria such as the composition of committees, effectiveness of committee meetings, etc. The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India.

In a separate meeting of Independent Directors, performance of the Non-Independent Directors and the Board as a whole and the Chairman of the Company was evaluated taking into account the views of Executive Directors and Non-Executive Directors. The above evaluations were then discussed at the Board meeting that followed the meeting of the Independent Directors and the Nomination and Remuneration Committee, at which the performance of the Board, its Committees, and individual Directors was also discussed. Performance evaluation of Independent Directors was done by the entire Board, excluding the Independent Director being evaluated.

The Company carried out the performance evaluation during the year under report. The Board of Directors expressed satisfaction with the evaluation process.

XII) Directors'' Responsibility Statement

1. In the preparation of the annual financial statement for the financial year ended on March 31, 2023, the applicable Accounting Standards read with requirements set out under Schedule III to the Companies Act, 2013, have been followed and there are no material departures from the same.

2. the Directors have 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 at March 31, 2023, and of the profit of the Company for the financial year ended on that date.

3. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. the Directors have prepared the annual financial statement on a ''going concern'' basis.

5. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls, in their opinion, are adequate and are operating effectively and

6. the Directors have organised/ devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

XIII) Corporate Governance

Pursuant to Regulation 34(3) read with Schedule V of the Listing Regulations, a detailed report on Corporate Governance is given in Annexure - II along with the Auditors'' Certificate on its compliance, which forms part of this report.

XIV) Business Responsibility and Sustainability Report

The Business Responsibility and Sustainability Report, for the year ended on March 31, 2023, as stipulated under Regulation 34 of the Listing Regulations, forms part of this Annual Report. The Business Responsibility and Sustainability Report is also available on the Company''s website at www.zfindia.com.

XV) Other Aspects

1. Particulars of Loans given, Investments made, Guarantees given and Securities provided

During the year under review, the Company provided Security in form of Mutual Fund units in connection with the credit facilities of Rs. 37 crore, sanctioned by the Bank, to the Wholly-Owned Subsidiary of the Company, DriveSys Systems Private Limited.

Details of Loans and Investments are disclosed in the Notes to the Financial Statements forming part of this Annual Report.

2. Contracts and Arrangements with Related Parties

All contracts/ arrangements/ transactions entered into by the Company during FY 2022-23 with related parties were on an arm''s length basis and in the ordinary course of business.

Prior approval of the members of the Audit Committee who are Independent Directors, is obtained for all related party transactions.

There were no material Related Party Transactions (RPTs) undertaken by the Company during the year that require Shareholders'' approval under Regulation 23(4) of the Listing Regulations or Section 188 of the Act. The approval of the Independent Directors of the Audit Committee was sought for all RPTs. Certain transactions which were repetitive in nature were approved through omnibus route. The Audit Committee reviews, on a quarterly basis, the details of the Related Party Transactions entered pursuant to the omnibus approval.

All the transactions were in compliance with the applicable provisions of the Act and the Listing Regulations. The details of RPTs during FY 2022-23, are provided in the Note 36 accompanying the financial statements. Given that the Company does not have any RPTs to report pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014.

During FY 2022-23, the Non-Executive Directors of the Company had no pecuniary relationship or transactions with the Company other than sitting fees and reimbursement of expenses, as applicable.

The Company formulated a policy on RPTs in accordance with the Act and the Listing Regulations including any amendments thereto for identifying, reviewing, approving and monitoring of RPTs. The said policy has been revised in line with the amendment in the Listing Regulations and the same is available on the Company''s website: http://www.zfindia.com/policies-codes.php.

3. Corporate Social Responsibility (CSR)

Pursuant to Section 135 of the Act and as per the Companies (Corporate Social Responsibility} Rules, 2014, read with various amendments and clarifications issued by the Ministry of Corporate Affairs, the Company has its CSR Policy, which is available on the Company''s website www.zfindia.com. The Annual Report on CSR activities is annexed herewith marked as Annexure III.

4. Risk Management

The Company follows a specific, well-defined risk management framework which is integrated with its operations.

The Company''s Risk Management approach has been developed after taking cognizance of the relevant statutory guidelines, stakeholders'' feedback, forecast and expert Judgment.

Your Company is not required to constitute a separate Risk-Management Committee.

The Audit Committee of the Board of Directors is entrusted to identify/ anticipate the possible risk and certify the Risk Mitigation Plan. Further, the Company''s Senior Management Team also addresses functional, operational, and strategic risk in their corresponding area of responsibility covering overall risks in the area of commercial, technical, information technology and statutory compliance.

The Company''s Risk Management Framework inter-alia provides for the following:

i. pro-active processes within the Risk Management Manual for reporting, evaluating, and resolving risks;

ii. Identifying and assessing risks associated with various business decisions before they materialize.

iii. Take informed decisions at all levels of the organization in line with the Company''s risk appetite.

iv. Ensuring protection of shareholders'' stake by establishing an integrated Risk Management Framework for identifying, assessing, mitigating, monitoring, evaluating and reporting all risks;

v. Adoption and implementation of risk mitigation measures at every level in order to achieve longterm goals effectively and sustainably;

vi. Regularly review Risk Tolerance levels of the Company

The Company manages, monitors and reports on the maJor risks and uncertainties, which can impact its ability to achieve its strategic obJectives. The Company has introduced several improvements in internal control management to drive a common integrated view of risks, optimal risk mitigation, responses and efficient management of internal control and assurance activities.

5. Auditors and Auditors'' Report Statutory Auditors

The Company in its 39th Annual General Meeting held on September 20, 2019 had appointed M/s. Joshi Apte & Company, Chartered Accountants (Firm Registration No. 104370W), as Statutory Auditors of the Company, for a period of five consecutive years from the conclusion of 39th Annual General Meeting until the conclusion of 44th Annual General Meeting.

There are no qualifications, reservations or adverse remarks in the Statutory Auditors'' Report for the Financial Year 2022-2023. The Statutory Auditors'' Report is enclosed with the financial statements in the Annual Report.

Secretarial Auditor

The Board had appointed M/s. SIUT & Co., LLP, Company Secretaries, to conduct Secretarial Audit for the financial year 2022-2023. The Secretarial Audit Report for the same is annexed herewith as Annexure IV.

6. Disclosures Meetings of the Board

Seven Meetings of the Board of Directors were held during the financial year 2022-23. Detailed information is given in the Report on Corporate Governance, forming part of this Annual Report.

7. Committees of the Board Audit Committee

The Company has an Audit Committee pursuant to the requirements of the Act read with the rules framed there under and the Listing Regulations. The details relating to the same are given, in the Corporate Governance Report, forming part of this Report. All the recommendations made by the Audit Committee were accepted by the Board.

The Audit Committee performs its functions as set out under Part C of Schedule II to the Listing Regulations and terms of reference defined in accordance with the provisions of Section 177 of the Act.

The detailed terms of reference of the Audit Committee are set out in the Corporate Governance Report.

Nomination and Remuneration Committee

The Company has Nomination and remuneration Committee (the Committee) pursuant to Section 178 of the Act read with rules made there under and Regulation 19 of the Listing Regulations, The brief details pertaining to the same are given in Corporate Governance Report, forming part of this Report, All the recommendations made by the Committee were accepted by the Board,

The Nomination and Remuneration Committee performs its functions as set out under Part D Para A of Schedule II to the Listing Regulations,

The detailed terms of reference and functions are set out in Corporate Governance Report,

Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee, approved a policy for selection, appointment and remuneration of Directors and senior management, The detailed Remuneration Policy is placed on the Company''s website www.zfindia.com.

Stakeholders'' Relationship Committee

The Board has constituted Stakeholders'' Relationship Committee in accordance with the provisions of Section 178 of the Act read with rules made thereunder and Regulation 20 of the Listing Regulations,

The Stakeholders'' Relationship Committee performs its functions as set out under Part D Para B of Schedule II to the Listing Regulations,

The detailed terms of reference and functions are set out in Corporate Governance Report,

Corporate Social Responsibility Committee

The Company has constituted Corporate Social Responsibility Committee pursuant to the Section 135 of the Act and Rules made thereunder, The detailed functions and constitution thereof of the Corporate Social Responsibility Committee are set out in Corporate Governance Report,

8. Vigil Mechanism/ Whistle Blower Policy

The Vigil Mechanism of the Company also incorporates a whistle blower policy, in terms of Regulation 22 of the Listing Regulations, Protected disclosures can be made by a whistle blower through an e-mail/ telephone/ letter to the Chairman of the Audit Committee, The Policy on Vigil Mechanism and Whistle Blower may be accessed on the website of the Company at www.zfindia.com.

9. Annual Return

The Annual return is placed on the Company''s website www.zfindia.com.

10. Industrial Relations

By and large, Industrial Relations at all locations of the Company were amicable, The Company has been constantly endeavouring to improve quality, reduce cost, ensure safety and improve productivity at all levels, Emphasis was also laid towards raising awareness on health and wellness of employees,

For details on some of the pending litigations, which are not material financially, please refer to Note No. 32 under Notes to Accounts,

11. Particulars of Employees and related disclosures

Considering the provisions of Section 197 of the Act, read with the relevant rules and having referred to provisions of Section 136(1) of the Act, the Board''s Report is being sent to the Members of the Company, excluding details of particulars of employees and related disclosures, The said information/ details are available for inspection at the Registered Office of the Company during working hours, on any working day, Any Member interested in obtaining this information may write to the Company Secretary and this information would be provided on request,

12. Disclosure - Policy on Prevention of Sexual Harassment at Workplace

The Company has in place, a policy on Prevention of Sexual Harassment at Workplace in line with the requirements of ''The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013'' and the Rules framed there under, An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment, All employees (permanent, temporary, trainee etc,) are covered under this Policy, During the year, no complaint with allegation of sexual harassment was received by the Company,

13. General

(i) The Company held no deposits at the beginning of the year, nor accepted any deposits during the year under report.

(ii) All equity shares issued by the Company rank pari-passu in respect of right to receive dividend, voting rights or otherwise.

(iii) During the year under review, no shares were issued as sweat equity to any of the employees or others.

(iv) The Company had two Wholly-Owned Subsidiaries during the Financial Year 2022-23. However, no remuneration was received by any Wholetime Director of the Company, from any of the subsidiaries.

(v) During the year under report, no strictures or material orders were passed by any Regulator or a Court or a Tribunal, which may impact on the going concern status of the Company or its operations in future.

(vi) There has been no instance of fraud reported by the Auditors under Section 143(12) of the Act and Rules framed there under either to the Company or to the Central Government.

(vii) The Central Government, under Section 148(1) of the Act, has not prescribed maintenance of cost records in respect of the activities carried out by the Company.

(viii) During FY 2022-2023, the Company has complied with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

(ix) Apart from entering into a Joint Venture Agreement, as mentioned earlier in this Report, under the heading ''Joint-Venture'', there have been no material changes or commitments affecting the financial position of the Company which have occurred between the end of the Financial Year to which the Financial Statements relate and the date of this report.

(x) The Company has not filed any application or no proceeding is pending against the Company under the Insolvency and Bankruptcy Code, 2016, during FY 2022-23.

(xi) The Company has not made any one-time settlement application during the year and thus disclosure for difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the banks or financial institutions, is not applicable to the Company.

XVI) Acknowledgement

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the Banks, Government Authorities, Customers, Vendors and Members during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed services by the Company''s executives, staff and workers.

Pune Dinesh Munot

July 22, 2023 Chairman

(DIN: 00049801)

---

Mar 31, 2018

The Directors have pleasure in presenting the 38th Annual Report and the Company''s Audited Financial Statements (Standalone and Consolidated) for the financial year (F.Y.) ended March 31, 2018.

Financial Results

The Company has adopted Indian Accounting Standards (Ind AS) with effect from April 1, 2017, pursuant to the Government of India, Ministry of Corporate Affairs'' Notification dated February 16, 2015 notifying the Companies (Indian Accounting Standards) Rules, 2015. Accordingly, the Financial Statements for the F.Y ended March 31, 2018 of the Company and its associate company have been prepared in compliance with Ind AS. Consequently, the financial statements for the previous year (F.Y. 2016-17) have also been reinstated as per Ind AS to facilitate comparison.

(Rs. In million)

Particulars	Standalone		Consolidated (aft into account 26% JV Company name Bosch Automotive Pvt. Ltd.’
	2017-18	2016-17	2017-18	2016-17
Sales (net) and other Income	4359.28	4104.09	4359.28	4104.09
Profit/ (Loss) before depreciation and tax	946.77	910.37	946.77	910.37
Depreciation and amortization expenses	333.03	278.51	333.03	278.51
Share of Net Profit/ (Loss) of Joint Venture	-	-	(38.37)	(184.00)
Profit/ (Loss) before Tax (PBT)	613.74	631.86	575.37	447.86
Tax Expense	143.07	134.70	143.07	134.70
Profit/ (Loss) for the year	470.67	497.16	432.30	313.16
Other comprehensive income	17.24	(7.40)	17.30	(7.76)
Total comprehensive income for the year	487.91	489.76	449.60	305.40
Balance Brought Forward from Previous year	918.14	428.38	175.75	(129.65)
Dividend & Dividend Tax thereon (F.Y. 2016-17)	(87.36)	-	(87.36)	-
Transfer to General Reserve	Nil	Nil	Nil	Nil
Closing Balance under Profit and Loss Statement c/f	1318.69	918.14	537.99	175.75
Earnings Per Share Basic/ Diluted	51.87	54.79	47.65	34.51

Dividend

Your Directors are pleased to recommend a dividend of Rs.8/-per share for the financial year ended March 31, 2018.

Management Discussion and Analysis

International Monetary Fund (IMF) has recently indicated that with a growth rate of 6.6 per cent for the financial year 2017-18, which may rise to 7.5 per cent in F.Y. 2018-19, the prospects for Indian economy are bright. A revival of the economy postdemonetization and enforcement of Goods and Services Tax are putting the Country back on track, giving a leg up to the industry and manufacturing activities. The Indian economy is now 2.5 trillion dollar economy - seventh largest in the world.

Industry structure and developments

The overall Commercial Vehicles segment registered a growth of 15.9 per cent in April-March 2018 as compared to 4 per cent growth in F.Y. 2016-17. Medium & Heavy Commercial Vehicles (M&HCVs) grew by 11.0 per cent and Light Commercial Vehicles grew by 19.5 per cent during April-March 2018 over the same period of last year.

Tractor manufacturers have notched up their highest-ever sales in F.Y. 2017-18. At 7.11 lakh units, sales are significantly higher than the 5.83 lakh units recorded in F.Y. 2016-17, on back of subsidy and other support facilities extended for tractor purchase by several States, good crop output owing to good monsoon and the availability of retail finance.

Financial Performance and state of the Company''s affairs Auto Components

(Numbers)

Type	2017-18	2016-17	Growth
Power Steering	268,818	253,363	6.1%
Mechanical Steering	117,644	111,742	5.3%

Sales, in value terms, were up by 6.8% for F.Y. 2017-18, compared to F.Y.2016-17.

Renewable Energy-

Solar Energy

Your Company''s 5 MW Solar Power Project at Gujarat Solar Park, Charnka Village, District Patan (Kutch) Gujarat generated 7.84 million Units of Electricity with sales-revenue of Rs.87.71 million in the F.Y. 2017-18. The entire electricity is purchased by Gujarat Urja Vikas Nigam Limited (GUVNL), a Government of Gujarat Company.

During the year, the Company successfully completed its rooftop solar project at its Vadu Budruk plant. This should generate approximately 6 to 7 lakh units per annum, which will be captively consumed in the said plant.

Wind Energy

Seven Wind Turbine Machines, owned and operated by the Company, located in districts of Satara and Ahmednagar, having aggregate capacity of 6.7 MW, generated a total of 7.92 million units in the F.Y. 2017-18. All the units generated were used as captive consumption, which accounted for approximately 52.9% of the energy-consumption of the Company''s factory at Village Vadu Budruk.

Investment in the Joint Venture Company & other Investments

Rs. 98.8 million were invested as additional investment in the equity capital of the Joint Venture Company, during the F.Y. 2017-18. The Company has so far invested Rs. 1293.5 million in the Joint Venture Company. The Company also has other financial investments. In accordance with Ind AS provisions, financial instruments, except the investment in the Joint-Venture and the Bonds, have been recognised at fair value. For additional disclosures on financial investments and fair value, please refer to Note 6(a) of the standalone financial statement.

Other Income includes dividend income, interest income and realised gains of Rs. 34.98 million and unrealised gains of Rs. 47.24 million as at March 31, 2018, from the financial investments held by the Company.

Finance cost

Finance cost of the Company was Rs. 32.2 million against Rs. 24.9 million, in view of higher working capital requirements.

Credit Rating

ICRA, the Credit Rating Agency, has reaffirmed the A and A1 rating for long and short term borrowings of the Company.

Profitability

Profit for the year was Rs. 470.67 million as compared to Rs. 497.16 million for the F.Y. 2016-17. Earnings Per Share (EPS), as per the Standalone results, is Rs. 51.87 for the year ended March 31, 2018.

After adjusting the Company''s 26% share of loss of the Joint-Venture Company, the EPS works out to Rs. 47.65, as per the Consolidated Financial Results.

Segment wise Profitability

Profits (after-tax), after adjusting for investments income, for the Auto-components segment, are Rs. 305 million (7.1% of the segment revenue) vis-a-vis Rs. 81.87 million (56.9% of the segment revenue) for the Renewable Energy segment.

Outlook, Opportunities and Threat

India tops the list of the fastest growing economies in the world for the coming decade and is projected to grow at 7.9 per cent annually, ahead of China and the US, according to a Harvard University report.

The automobile industry is supported by various factors such as availability of skilled labour at low cost, robust R&D centres and low cost steel production. The industry also provides great opportunities for investment and direct and indirect employment to skilled and unskilled labour.

The auto industry is set to witness major changes in the form of electric vehicles (EVs), shared mobility, accelerated transition from Bharat Stage (BS) IV to BS VI emission, stringent vehicle standards and safety norms.

Society of Indian Automobile Manufacturers (SIAM) has forecasted that Commercial Vehicles should continue their growth momentum in double-digits at 10 to12 per cent, with M&HCVs up by 9 to 11 per cent and light commercial vehicles growing at 10 to 12 per cent. More infrastructure development will spike up this business.

In view of the two major changes in the proposed vehicle scrap policy, for mandatory disposal of more than 20 years old commercial vehicles (previously 15 years) and the proposed implementation date being deferred to April 1, 2020, according to the rating agencies, it is unlikely to have any significant impact on the automobile industry in terms of increased demand.

The rural economy is also looking brighter and the sales of farm equipment and tractors is seeing a good growth. Tractor sales may further improve by 11-13% in F.Y. 2018-19 over the high base this fiscal, with assumptions of a normal monsoon and increased government support.

As per a recent report by ''CARE Ratings'', headline inflation, lending rates, fiscal prudence, current account deficit (CAD) and exchange rates, however, are the areas of concern for the Indian economy. These national challenges will have its effect on the automobile industry as well.

Subsidiaries, Associates and Joint Ventures

Consolidated Financial Statements

The Company does not have any subsidiary. However, the Company has a Joint Venture with ''Robert Bosch Automotive Steering GmbH'', Germany in the name of ''Robert Bosch Automotive Steering Private Limited.

The said Joint Venture has been established, as per the Joint Venture Agreement dated March 31, 2007. Robert Bosch Automotive Steering Private Limited (the Joint Venture Company) is also an associate company of your Company, as your Company holds 26% of the total paid up equity share capital of the said Joint Venture Company.

This necessitates presentation of Consolidated Financial Statement of the Company with its Joint Venture/ Associate Company, in addition to the Company''s standalone Financial Statement, as per the provisions of the Companies Act, 2013 (the Act). The Annual Audited Consolidated Financial Statement together with the Report of the Auditors thereon forms part of this Annual Report.

Joint Venture (JV)/ Associate Company

''Robert Bosch Automotive Steering Private Limited''

The Joint Venture Company was incorporated in the year 2007, based on the above referred Joint Venture Agreement, for manufacture of products as defined in the said Agreement, which includes Steering Gears for Commercial Vehicles, Electric Steering Systems for Passenger Cars and other products. The Joint Venture Company started its production-activities since the year 2012, after establishing state of the art facilities at Village Phulgaon, Alandi Markal, District Pune, in respect of Electric Power Steering Systems for passenger cars, as main supplier to Tata Motors and Ford India.The Joint Venture Company is trying to add new customers.

The turnover of the Joint Venture Company, during the financial year under Report, increased from Rs. 2,657 million to Rs. 3,445 million and the losses for the year ended March 31, 2018, reduced from Rs. 708 million for the year ended March 31, 2017 to Rs. 148 million.

Your Company undertook an obligation to continue to support the said Joint Venture Company and invested the additional funds in the acquisition of equity shares during the year under report. It is expected that your Company may be required to invest additional resources to support the said Joint Venture.

The Executive Management of the Joint Venture Company submitted certain information to the Board of Directors of that Company, regarding the present product-lines, products and new business opportunities. The Company is taking up the matter with the Board of Directors of that Company and the Joint Venture Partner appropriately.

A statement, pursuant to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, containing the salient features of the financial statement of the Joint Venture Company is appended with the financial statement.

Expansion and Capital Expenditure

Auto Components

As informed earlier, with a view to establish a second manufacturing unit for auto components, the Company has acquired on lease, an industrial plot, at Pithampur, District Dhar, Madhya Pradesh. The factory building is under construction and orders for key machineries have been issued/ being issued. The plant is expected to be operation by end of the current financial year. This will add to the manufacturing capacity of the Company by 3 lakh numbers and also bring proximity with some of the major customers of the Company. Total investment at this factory at Pithampur is expected to be Rs. 1800 million.

Wind Energy

The Company is planning to install and commission, in the current year, additional 2.1 MW windmill in Maharashtra state, which can be used for captive power consumption.

Internal Control System and its Adequacy

The Company has an Internal Control System commensurate with the size, scale and complexity of its operations. The scope of the Internal Audit is decided by the Audit Committee and the Board. There is an internal audit department which checks all the vouchers, financial reports, registers etc. To maintain its objectivity and independence, the Board has also appointed an external Auditor, which reports to the Audit Committee of the Board on periodic basis.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies for various functions in the organisation of the Company. Based on the report of Internal Auditor, process owners undertake corrective action, wherever required in their respective areas and thereby strengthen the controls further. Audit observations and actions taken thereof are presented to the Audit Committee.

The Company''s Audit Committee regularly reviews the financial management reports and data, and interacts with the External and Internal Auditors for ascertaining the adequacy of internal controls.

Human Resources/ Industrial Relations

The industrial relations generally remained cordial during the year. A group of Engineers, who were deployed on the shop floor, did not report for work en mass from December 2, 2017 till January 16, 2018. During that period, although the normal production activities continued, the production output underwent a downturn.

As at end of March 31, 2018, the Company had 732 permanent employees on its roll.

Cautionary statement

The above ''Management Discussion and Analysis Report'' is a forward looking Statement based on the Company''s projections, estimates and perceptions. These statements reflect the Company''s current views with respect to the future events and are subject to risks and uncertainties. Actual results may vary materially from those projected here.

Conservation of Energy, Research and Development, Technology Absorption and Innovation, Foreign ExchangeEarnings and Outgo:

The details as required under the Companies (Accounts) Rules, 2014 are given in Annexure -I to this Report.

Directors and Key Managerial Personnel

Mr. Jinendra Munot, who was re-appointed by the Members as Joint Managing Director of the Company, for five years with effect from April 1, 2013. At the end of his term on March 31, 2018, Mr. Jinendra Munot ceased to be Joint Managing Director and Director of the Company. The Board places on record its special appreciation for the contribution made and leadership provided by Mr. Jinendra Munot during his long association with the Company.

At the ensuing Annual General Meeting, Mrs. Eitika Munot, retires by rotation and being eligible, offers herself for reappointment. The resolution for her re-appointment along with her brief Profile as required under the Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations), forms part of the Notice of the 38th Annual General Meeting.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence, as prescribed both under the Act and under the Regulation 16(b) of the Listing Regulations.

The Company has devised a Policy, for performance evaluation of Independent Directors, Board as a whole, Committees of the Board and other individual Executive/ Non-Executive Directors. The Policy includes criteria for performance evaluation. The criteria are based upon age, experience, quality of participation in Board/ Committee proceedings, attendance at meetings, contribution by strategic inputs and others. The criteria along with additional requirements prescribed by Section 149 of the Act are used for selection of Independent Directors. The Company carried out the performance evaluation during the year under report.

During the period, there was no change in the Key Managerial Personnel of the Company except the cessation of Mr.Jinendra Munot as Joint Managing Director of the Company w.e.f. closing hours of March 31, 2018.

Directors'' Responsibility Statement

Your Directors state that:

i. in the preparation of the annual financial statement for the financial year ended March 31, 2018, the applicable Accounting Standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same.

ii. the Directors have 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 at March 31, 2018 and of the profit of the Company for the year ended on that date.

iii. the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. the Directors have prepared the annual financial statement on a ''going concern'' basis.

v. the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively and

vi. the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Corporate Governance Report

Pursuant to Regulation 34(3) read with Schedule V of the Listing Regulations, a detailed report on Corporate Governance is given in Annexure - II along with the Auditors'' Certificate on its compliance, which forms part of this report.

Particulars of Loans given, Investments made, Guarantees given and Securities provided

The Company has not given any loan or guarantee or provided any security in connection with any loan covered under the provisions of Section 186 of the Act.

During the year, as stated above, the Company invested a sum of Rs. 98.8 million in the equity shares of the Joint Venture Company. The Company liquidated some of its investments and also made some fresh investments. The details of the investments, including as of April 1, 2017, changes during the year and held as on March 31, 2018, are disclosed in the Note no.6(a) to the financial statement.

Contracts and Arrangements with Related Parties

All contracts/ arrangements/ transactions entered into by the Company with related parties, during the financial year, were on an arm''s length basis and were in the ordinary course of business. During the year, the Company had not entered into any contract/ arrangement/ transaction with related parties, which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

Considering the provisions of Section 134 of the Act, as all transactions with related parties referred to sub-section (1) of Section 188 of the Act and exemption is available only from the procedural compliance for transactions, which are in ordinary course of business and based on arm''s length prices, the disclosure in the prescribed Form AOC - 2, including part 2 thereof is attached as Annexure III to this Report.

Corporate Social Responsibility (CSR)

Pursuant to Section 135 of the Act and as per the Companies (Corporate Social Responsibility) Rules, 2014, read with various clarifications issued by the Ministry of Corporate Affairs, the Company has framed a CSR Policy, which is available on the Company''s website www.zfindia.com. The Company has undertaken activities as per the CSR Policy. The Annual Report on CSR activities is annexed herewith marked as Annexure IV.

Risk Management

The Audit Committee has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company''s enterprise wide risk management framework and (b) Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, legal, information technology, Regulatory and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks.

The Company manages monitors and reports on the major risks and uncertainties, those can impact its ability to achieve its strategic objectives. The Company has introduced several improvements in internal control management to drive a common integrated view of risks, optimal risk mitigation, responses and efficient management of internal control and assurance activities.

Auditors and Auditors'' Report

Statutory Auditors

M/s. MGM and Company, Chartered Accountants, Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. They have confirmed (i) their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits prescribed under the Act, (ii) that they are not disqualified for re-appointment.

The Auditors'' Report does not contain any qualification, reservation or adverse remark.

Secretarial Auditor

The Board had appointed Mr. I. U. Thakur (PCS Registration No. 1402), Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2017-18. The Secretarial Audit Report for the same is annexed herewith as Annexure V. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Disclosures

Meetings of the Board

Four meetings of the Board of Directors were held during the financial year. Detailed information is given in the Report on Corporate Governance, forming part of this Annual Report.

Committees of the Board

Audit Committee

The Audit Committee comprises Independent Directors namely Mr. S. A. Gundecha (Chairman), Mr. M. L. Rathi and Mr.Jitendra A. Pandit as other members. All the recommendations made by the Audit Committee were accepted by the Board.

The details of all committees and its terms of reference are set out in the Corporate Governance Report.

Remuneration Policy

The Board, has on the recommendation of the Nomination & Remuneration Committee, approved a policy for selection, appointment and remuneration of directors and senior management. The detailed Remuneration Policy is placed on the Company''s website www.zfindia.com.

Vigil Mechanism/ Whistle Blower Policy

The Vigil Mechanism of the Company also incorporates a whistle blower policy, in terms of the Listing Regulations. Protected disclosures can be made by a whistle blower through an e-mail/ telephone/ letter to the Chairman of the Audit Committee. The Policy on Vigil Mechanism and Whistle Blower may be accessed on the website of the Company at www.zfindia.com.

Extract of the Annual Return

Extract of the Annual Return of the Company in Form MGT 9 is annexed herewith as Annexure VI to this Report.

Particulars of Employees and related disclosures

Considering the provisions of Section 197(12) of the Act read with the relevant rules and having referred to provisions of the First Proviso to Section 136(1) of the Act, the Annual Report is being sent to the Members of the Company, excluding details of particulars of employees and related disclosures. The said information/ details are available for inspection at the Registered Office of the Company during working hours, on any working day. Any Member interested in obtaining this information may write to the Company Secretary and this information would be provided on request.

Disclosure - Policy on Prevention of Sexual Harassment at Workplace

The Company has in place, a policy on Prevention of Sexual Harassment at Workplace in line with the requirements of ''The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013'' and the Rules framed thereunder. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, temporary, trainee etc.) are covered under this Policy. During the year, no complaint with allegation of sexual harassment was received by the Company.

General

1. The Company held no deposits at the beginning of the year, nor accepted any deposits during the year under report.

2. All equity shares issued by the Company rank pari- passu in respect of right to receive dividend, voting rights or otherwise.

3. During the year under report, no shares were issued as sweat equity to any of the employees or others.

4. As the Company does not have any subsidiary, no remuneration was received by any Whole-time Director of the Company from a subsidiary.

5. During the year under report, no strictures or material orders were passed by any Regulator or a Court or a Tribunal, which may impact on the going concern status of the Company or its operations in future.

6. There are no material changes or commitment, except for the capital goods being procured for the factory at Pithampur, affecting the financial position of the Company from March 31, 2018 till date of this Report.

7. There has been no instance of fraud reported by the Statutory Auditors under Section 143(12) of the Act and Rules framed thereunder either to the Company or to the Central Government.

Acknowledgement

The Board of Directors takes this opportunity to thank its Customers, Members, Suppliers, Bankers, Business Partners/ Associates and the Government Authorities for the support and co-operation received by the Company. The Board also acknowledges the understanding and support of all employees of the Company.

For and on behalf of the Board of Directors

Dinesh Munot

Pune Chairman & Managing Director

May 30, 2018 (DIN: 00049801)

---

Mar 31, 2017

Directors'' Report

To the Members,

The Directors have pleasure in presenting the 37th Annual Report and the Company''s Financial Statement for the financial year ended March 31, 201 7.

Financial Results

(Rs. In million)

Particular	Standalone		26% share in JV Company named ''Robert Bosch Automotive Steering Pvt. Ltd.''		Consolidated
	2016-17	2015-16	2016-17	2015-16	2016-17	2015-16
Sales (net) and other Income	3976.59	3872.57	618.68	429.25	4595.27	4301.82
Profit/ (Loss) before depreciation and tax	850.02	829.99	(80.46)	(145.54)	769.56	684.45
Depreciation and amortization expenses	278.93	247.36	56.06	58.51	334.99	305.87
Exceptional Items	-	-	47.84	-	47.84	-
Profit/ (Loss) before Tax (PBT)	571.09	582.63	(184.36)	(204.05)	386.73	378.58
Tax Expense	125.87	131.99	-	(7.14)	125.87	124.85
Profit/ (Loss) for the year (PAT)	445.22	450.64	(184.36)	(196.91)	260.86	253.73
Balance Brought Forward from Previous year	328.10	14.00	(558.00)	(361.10)	(229.90)	(347.10)
Transfer to General Reserve	Nil	Nil	Nil	Nil	Nil	Nil
Closing Balance under Profit and Loss Statement c/f	773.32	328.14	(742.36)	(558.01)	30.96	(229.87)

Dividend

Your Directors are pleased to recommend a dividend of Rs.8/-per share for the financial year ended March 31, 2017.

Management Discussion and Analysis

India has emerged as the fastest growing major economy in the world as per the Central Statistics Organization (CSO) and International Monetary Fund (IMF). As per the Economic Survey 2016-17, the Indian economy should grow between 6.75 and 7.5 per cent in F.Y 2017-18. India has become the sixth largest manufacturing country in the world. India is seen as an engine of global growth.

IMF in April 2017 retained its growth forecast of 7.2% for India for the fiscal year 2017-18, in its World Economic Outlook and also estimated that India would grow at 7.7% in 2018-19.

Industry structure and developments

The overall Commercial Vehicles segment registered a growth of 4.3 percent in April-March 2017 as compared to the same period last year. Medium & Heavy Commercial Vehicles (M&HCVs) grew by 2.5 percent and Light Commercial Vehicles grew by 5.5 percent during April-March 2017 over the same period last year.

The tractor industry has showed a positive growth during F.Y 2016-17. While domestic volumes increased by 18.2% between

April 2016 - January 2017, exports remained flat. Domestic growth was fuelled by favorable farm sentiments as the southwest monsoon performance remained healthier compared to the previous two fiscals.

Review of Operations and the State of Company''s Affairs Operations and Financial Performance of the Company Auto Components

Comparative quantitative figures of Sales are as under:

(Numbers)

Type	2016-17	2015-16	Growth
Power Steering	253,363	246,647	2.72%
Mechanical Steering	111,742	116,245	-3.87%

Sales, in value terms, were up by 2.10%.

Renewable Energy-Solar Energy

Your Company''s 5 MW Solar Power Project at Gujarat Solar Park, Charnka Village, District Patan (Kutch) Gujarat generated Rs.8.39 million Units of Electricity with sales-revenue of Rs.93.89 million in the F.Y. 2016-17. The entire electricity is purchased by Gujarat Urja Vikas Nigam Limited (GUVNL), a Government of Gujarat Company.

Wind Energy

Seven Wind Turbine Machines, owned and operated by the Company, located in districts of Satara and Ahmednagar, having aggregate capacity of 6.7 MW, generated a total of 9.94 million units in the F.Y. 2016-17. All the units generated were used as captive consumption, which accounted for approximately 74.20% of the energy-consumption of the Company''s factory at Village Vadu Budruk.

Other Income

During the financial year, Income received on financial investments, held by the Company, was Rs. 53.49 million, higher compared to Rs. 36.71 million for the F.Y. 2015-16.

Finance

Finance cost of the Company was Rs. 24.9 million against Rs. 17.7 million, in view of higher working capital requirement.

Investments

Rs. 143 million were invested in as additional investment in the equity capital of the Joint Venture Company. Some of the other investments were redeemed during the year. Net effect is that Total Investments of the Company went up by Rs. 92.8 million, i.e. from Rs. 1645.8 million at March 31, 2016 to Rs. 1738.6 million at March 31, 2017.

Credit Rating

ICRA, the Credit Rating Agency, has reaffirmed the A and A1 rating for long and short term borrowing of the Company.

Profitability

Profit for the year was Rs. 445.22 million as compared to Rs. 450.63 million for the F.Y. 2015-16. Earnings Per Share is Rs. 49.07 for the year ended March 31, 2017.

Outlook, Opportunities and Threat

Government of India aims to make automobiles manufacturing the main driver of ''Make in India'' initiative, as it expects India to be the third largest Automotive market and Commercial Vehicle production expected to grow to two million by 2026, as highlighted in the ''Auto Mission Plan 2016-26''.

The proposed ''Voluntary Vehicle Fleet Modernization Plan'' (V-VMP) has received an in- principle approval by the Committee of Secretaries. The proposal will have to be cleared by the Union Cabinet for implementation. The proposal provides incentives worth 8-12 percent of the cost of a new vehicle in lieu of surrendering the old ones and looks to get several million over-15-years-old vehicles off the road, thereby reducing vehicular emission. This policy, if implemented, will give a big boost to the Commercial Vehicles Industry.

A lot is expected to happen in 2017 on the regulatory front and with introduction of Goods and Service Tax (GST). With so many policy-level developments expected all through the year, the auto industry is surely expected to face a challenging year, as per ''Society of Indian Automobile Manufacturers'' (SIAM).

ICRA - the Rating Agency, has forecast a growth of about 6-7% for the tractor industry (domestic exports) in F.Y.2018, which is marginally lower than the long term CAGR estimate of 8-9% for the industry. ICRA says the long term industry drivers continue to remain intact.

Subsidiaries, Associates and Joint Ventures Consolidated Financial Statements

The Company does not have any subsidiary. However, the Company has a Joint Venture with ''Robert Bosch Automotive Steering GmbH'' in the name of ''Robert Bosch Automotive Steering Private Limited.

The said Joint Venture has been established, as per the Joint Venture Agreement dated March 31, 2007. Robert Bosch Automotive Private Limited (the Joint Venture Company) is also an associate company of your Company, as your Company holds 26% of the total paid up equity share capital of the said Joint Venture Company.

This necessitates presentation of Consolidated Financial Statement of the Company with its Joint Venture/ Associate Company, in addition to Company''s standalone Financial Statement, as per the provisions of the Companies Act, 2013 (the Act). The Annual Audited Consolidated Financial Statement together with the Report of the Auditors thereon forms part of this Annual Report.

Joint Venture (JV)/ Associate Company

''Robert Bosch Automotive Steering Private Limited''

The Joint Venture Company was incorporated in the year 2007, based on the above referred Joint Venture Agreement, for manufacture of products as defined in the said Agreement, which includes Steering Gears for Commercial Vehicles, Electric Steering Systems for Passenger Cars and other products. Though the Joint Venture Company started its activities since the year 2012 and established state of the art facilities in respect of Electric Power Steering Systems, but the success, uptill March 31, 2017, is limited.

Similarly, though the efforts and facilities for production of Servocomm Type Steering Systems are being made, the success there too, up till March 31, 2017, is very limited. Thus, the facility of the Joint Venture Company situated at Village Phulgaon, Alandi Markal, District Pune, is not being exploited/utilized to the fullest extent.

Your Company, till March 31, 2017, has invested a sum of Rs. 1194.7 million in the equity share capital of the Joint Venture Company, representing 26% of the total paid up equity capital. The balance 74% of equity capital is held by ''Robert Bosch Automotive Steering GmbH'', a German Company.

The turnover during the year under Report of this Joint Venture Company increased from Rs.1834 million to Rs. 2657 million and the losses for the year reduced from Rs. 757 million (previous year ended on March 31, 2016) to Rs. 709 million for the year ended on March 31, 2017.

As reported earlier there was erosion of more than 50% of the peak net worth of the Joint Venture Company during the immediate preceding four financial years. The Joint Venture Company accordingly filed the necessary information/ returns/ declarations with the Board for Industrial & Financial Reconstruction as per the Repealed Act, viz. the Sick Industrial Companies (Special Provisions) Act, 1985, in the month of November 2016.

Your Company undertook an obligation to continue to support the said Joint Venture Company and invested the additional funds in the acquisition of equity shares during the year under report. It is expected that your Company may be required to invest additional resources to support the said Joint Venture.

A statement, pursuant to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts) Rules, 2014, containing the salient features of the financial statement of the Joint Venture Company is appended with the financial statement.

Expansion and Capital Expenditure

Steering Gear Systems

As indicated in our previous Report, with a view to establish a second manufacturing unit for auto components, the Company has acquired on lease, an industrial plot, during the year, at Pithampur, District Dhar, Madhya Pradesh. The planning work is in progress and the plant is expected to be operation in next 18-24 months. This will add to the manufacturing capacity of the Company and also bring proximity with some of the major customers of the Company.

Internal Control System and its Adequacy

The Company has an Internal Control System commensurate with the size, scale and complexity of its operations. The scope of the Internal Audit is decided by the Audit Committee and the Board. There is an internal audit department which checks all the vouchers, financial reports, registers etc. To maintain its objectivity and independence, the Board has also appointed an external Auditor, which reports to the Audit Committee of the Board on a periodic basis.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control systems in the Company, its compliance with operating systems, accounting procedures and policies for various functions of the Company. Based on the report of Internal Auditor, process owners undertake corrective action, wherever required in their respective areas and thereby strengthen the controls further. Audit observations and actions taken thereof are presented to the Audit Committee of the Board.

The Company''s Audit Committee regularly reviews the financial management reports and data, and interacts with the External and Internal Auditors for ascertaining the adequacy of internal controls.

Human Resources/ Industrial Relations

The industrial relations remained cordial during the year. As at end of March 31, 2017, the Company had 556 permanent employees on its roll.

Cautionary statement

The above ''Management Discussion and Analysis Report'' is a forward looking Statement based on the Company''s projections, estimates and perceptions. These statements reflect the Company''s current views with respect to the future events and are subject to risks and uncertainties. Actual results may vary materially from those projected here.

Conservation of Energy, Research and Development, Technology Absorption and Innovation, Foreign Exchange Earnings and Outgo:

The details as required under the Companies (Accounts) Rules, 2014 are given in Annexure - I to this Report.

Directors and Key Managerial Personnel

Mr. Ludwig Rapp resigned as Director of the Company with effect from March 15, 2017. The Board places on record its appreciation for the service rendered by Mr. Ludwig Rapp, during his association with the Company.

At the ensuing Annual General Meeting, Mr. Utkarsh Munot, retires by rotation and being eligible, offers himself for reappointment.

The resolution for the above re-appointment along with brief Profile of Mr. Utkarsh Munot as required under Regulation 36(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations), forms part of the Notice of the 37th Annual General Meeting. The Board recommends this resolution.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence, as prescribed both under the Act and under the Regulation 16(b) of the Listing Regulations.

The Company has devised a Policy, for performance evaluation of Independent Directors, Board as a Whole, Committees of the Board and other individual Executive/ Non-Executive Directors. The Policy includes criteria for performance evaluation. The criteria are based upon age, experience, quality of participation in Board/ Committee proceedings, attendance at meetings, contribution by strategic inputs and others. The criteria along with additional requirements prescribed by Section 149 of the Act are used for selection of Independent Directors. The Company carried out the performance evaluation during the year.

During the period, there was no change in the Key Managerial Personnel of the Company.

Directors'' Responsibility Statement

Your Directors state that:

i) in the preparation of the annual accounts for the financial year ended March 31, 2017, the applicable Accounting Standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same.

ii) the Directors have 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 at March 31, 2017 and of the profit of the Company for the year ended on that date.

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) the Directors have prepared the annual accounts on a ''going concern'' basis.

v) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively and

vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Corporate Governance Report

Pursuant to Regulation 34(3) read with Schedule V of the Listing Regulations, a detailed report on Corporate Governance is given in Annexure - II along with the Auditors'' Certificate on its compliance, which forms part of this report.

Particulars of Loans given, Investments made, Guarantees given and Securities provided

The Company has not given any loan or guarantee or provided any security in connection with any loan covered under the provisions of Section 186 of the Act.

During the year, as stated above, the Company invested a sum of Rs. 143 million in the equity shares of the JV Company. The Company liquidated some of its investments and also made some fresh investments. The details of the investments, including as of April 1, 2016, changes during the year and held as on March 31, 2017, are disclosed in the Note no. 11 to the financial statement.

Contracts and Arrangements with Related Parties

All contracts/ arrangements/ transactions entered into by the Company with related parties during the financial year were on an arm''s length basis and were in the ordinary course of business. During the year, the Company had not entered into any contract/ arrangement/ transaction with related parties, which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

Considering the provisions of Section 134 of the Act, as all transactions with related parties referred to sub-section (1) of Section 188 of the Act and exemption is available only from the procedural compliance for transactions, which are in ordinary course of business and based on arm''s length prices, the disclosure in the prescribed Form AOC - 2, including part 2 thereof is attached as Annexure III to this Report.

Corporate Social Responsibility (CSR)

Pursuant to Section 135 of the Act and as per the Companies (Corporate Social Responsibility) Rules, 2014, read with various clarifications issued by the Ministry of Corporate Affairs, the Company has framed a CSR Policy, which is available on the Company''s website www.zfindia.com. The Company has undertaken activities as per the CSR Policy. The Annual Report on CSR activities is annexed herewith marked as Annexure IV.

Risk Management

The Audit Committee has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company''s enterprise wide risk management framework and (b) Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, legal, information technology, Regulatory and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks.

The Company manages monitors and reports on the major risks and uncertainties, those can impact its ability to achieve its strategic objectives. The Company has introduced several improvements in internal control management to drive a common integrated view of risks, optimal risk mitigation, responses and efficient management of internal control and assurance activities.

Auditors and Auditors'' Report

Statutory Auditors

M/s. MGM and Company, Chartered Accountants, Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. They have confirmed (i) their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits prescribed under the Act, (ii) that they are not disqualified for re-appointment.

The Auditors'' Report does not contain any qualification, reservation or adverse remark.

Secretarial Auditor

The Board had appointed Mr. I. U. Thakur (PCS Registration No. 1402), Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2016-17. The Secretarial Audit Report for the same is annexed herewith as Annexure V. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Disclosures Meetings of the Board

Four meetings of the Board of Directors were held during the financial year. Detailed information is given in the Report on Corporate Governance, forming part of this Annual Report.

Committees of the Board Audit Committee

The Audit Committee comprises Independent Directors namely Mr. S. A. Gundecha (Chairman), Mr. M. L. Rathi and Mr. Jitendra

A. Pandit as other members. All the recommendations made by the Audit Committee were accepted by the Board.

The details of all committees and its terms of reference are set out in the Corporate Governance Report.

Remuneration Policy

The Board, has on the recommendation of the Nomination & Remuneration Committee, approved a policy for selection, appointment and remuneration of directors and senior management. The detailed Remuneration Policy is placed on the Company''s website www.zfindia.com.

Vigil Mechanism/ Whistle Blower Policy

The Vigil Mechanism of the Company also incorporates a whistle blower policy, in terms of the Listing Regulations. Protected disclosures can be made by a whistle blower through an e-mail/ telephone/ letter to the Chairman of the Audit Committee. The Policy on Vigil Mechanism and Whistle Blower may be accessed on the website of the Company at www.zfindia.com.

Extract of the Annual Return

Extract of the Annual Return of the Company in Form MGT 9 is annexed herewith as Annexure VI to this Report.

Particulars of Employees and related disclosures

Considering the provisions of Section 197(12) of the Act read with the relevant rules and having referred to provisions of the First Proviso to Section 136(1) of the Act, the Annual Report is being sent to the members of the Company, excluding details of particulars of employees and related disclosures. The said information/ details are available for inspection at the Registered Office of the Company during working hours, on any working day. Any Member interested in obtaining this information may write to the Company Secretary and this information would be provided on request.

Disclosure - Policy on Prevention of Sexual Harassment at Workplace

The Company has in place, a Policy on Prevention of Sexual Harassment at Workplace in line with the requirements of ''The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013'' and the Rules framed there under. An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, temporary, trainee etc.) are covered under this Policy. During the year, no complaint with allegation of sexual harassment was received by the Company.

General

1. The Company held no deposits at the beginning of the year, nor accepted any deposits during the year under report.

2. All equity shares issued by the Company rank pari- passu in respect of right to receive dividend, voting rights or otherwise.

3. During the year under report, no shares were issued as sweat equity to any of the employees or others.

4. As the Company does not have any subsidiary, no remuneration was received by any Whole-time Director of the Company from a subsidiary.

5. During the year under report, no strictures or material orders were passed by any Regulator or a Court or a Tribunal, which may impact on the going concern status of the Company or its operations in future.

6. There are no material changes or commitment affecting the financial position of the Company from March 31, 2017 till date of this Report.

7. There has been no instance of fraud reported by the Statutory Auditors under Section 143(12) of the Act and Rules framed thereunder either to the Company or to the Central Government.

Acknowledgement

The Board of Directors takes this opportunity to thank its Customers, Members, Suppliers, Bankers, Business partners/ Associates and the Government Authorities for the Support and co-operation received to the Company. The Board also acknowledges the understanding and support of all Company''s employees.

For and on behalf of the Board of Directors

Pune Dinesh Munot

May 30, 2017 Chairman & Managing Director

---

Mar 31, 2015

Dear Members,

The Directors are pleased to present the 35th Annual Report and the Company's Financial Statement for the financial year ended March 31,2015.

Financial Results (Rs. in Million)

2014-2015 2013-14

Sales (net) and other Income 3395.6 2984.3

Profit before depreciation and tax 662.1 659.1

Depreciation 234.4 210.4

Provision for tax 72.0 307.6

Net Profit 355.6 141.0

Balance Brought Forward from

Previous year 18.8 22.1

Amount available for appropriation 374.4 163.1

APPROPRIATIONS

General Reserve 240.4 70.0

Proposed Dividend and Tax thereon 109.2 74.3

Contribution to Prime Minister National

Relief Fund 10.8 -

Balance Carried Forward 14.0 18.8

374.4 163.1

Dividend

Your Directors are pleased to recommend a dividend of Rs. 10 per share for the financial year ended March 31,2015.

Management Discussion and Analysis

While the global recovery was still slow and witnessing divergent trends, Indian Economy grew at 7.3% in the Financial Year (FY) 2014-15, against 6.9% in 2013-14 (Source: Indian Statistical Office (CSO) of India data). The major contributor was the manufacturing sector which registered 7.1% growth for the year. The Government has initiated a slew of steps to take the economy forward.

Industry structure and developments

As per the vehicle sales data published by the apex industry body - SIAM (Society of Indian Automobile Manufacturers) for the FY 2014-15, all vehicle categories, other than Commercial Vehicles, were in positive territory. Riding on the back of a gradual uplift in market sentiment, excise duty cuts continuing through to December 2014 and the opening up of the mining and infrastructure sectors, the Indian Automobile Industry registered a growth of 8.3% in FY 2014-15. While, the Medium and Heavy Commercial Vehicles clocked 17% growth in sales after two years of down cycle, the Light Commercial Vehicles declined by 10%. Therefore, the overall Commercial Vehicles segment registered nominal de-growth of 1.3% for the year.

Your Company supplies its Mechanical Steering Gears mainly to the Tractor industry. After seeing robust performance in earlier years, the Tractor industry witnessed contraction in volume by 13% in FY 2014-15, due to host of unfavourable factors which include delayed and deficient monsoon, decline in Kharif output, softening commodity prices and farm losses due to extensive crop damages due to unseasonal rainfall and hail storms in several key Rabi cropping states. This affected adversely the sales-numbers of Mechanical Steering Gears of the Company.

Review of Operations and the State of Company's Affairs Operations and Financial Performance of the Company Auto Components

Comparative quantitative figures of Sales are as under:

(numbers)

Type 2014-15 2013-14 Growth

Power Steering 206,107 165,456 25 %

Mechanical Steering 136,717 185,676 -26 %

Sales, in value terms, was up by 13.7 %.

Renewable Energy-

Solar Energy

Your Company's 5 MW Solar Power Project at Gujarat Solar Park, Charnka Village, District Patan (Kutch) Gujarat generated 8.55 million Units of Electricity with sales-revenue of Rs. 95.6 million in the FY 2014-15. The entire electricity is purchased by Gujarat Urja Vikas Nigam Limited (GUVNL), a Government of Gujarat Company.

Wind Energy

Seven Wind Turbine Machines, owned and operated by the Company, located in districts of Satara and Ahmednagar, having aggregate capacity of 6.7 MW, generated a total of 6.17 million units in the FY 2014-15. All the units generated were used as captive consumption, which accounted for approximately 54.5% of the energy-consumption of the Company's factory at Village Vadu Budruk.

Other Income

During the financial year, Income received on financial- investments, held by the Company, was Rs. 60.95 million, marginally higher compared to Rs. 59.60 million for the FY 2013- 14.

Finance

Finance cost was Rs. 8.52 million against Rs. 6.9 million. During the year, the Company was sanctioned an Overdraft facility of Rs. 200 million, against security of financial investments. There was no other fresh borrowing by the Company.

Investments

Total Investments increased by Rs. 379 million, from Rs. 994.5 million at March 31, 2014 to Rs. 1373.5 million at March 31, 2015, primarily due to increase in investment in the capital of the Joint Venture Company.

Credit Rating

ICRA, the Credit Rating Agency, has reaffirmed the A and A1 rating for long and short term borrowing of the Company.

Profitability

Net Profit for the year jumped impressively from Rs. 141 million to Rs. 355.6 million. Earnings Per Share is Rs. 39.20 for the year ended March 31,2015.

Outlook, Opportunities and Threat

The global economic climate continues to be volatile, uncertain and prone to geo-political risks. The marked slowdown in global markets is expected to continue in 2015. In this global backdrop, India is expected to perform better, aided by improving macroeconomic fundamentals. However, execution of the reform agenda and kick starting the investment cycle will be key determinants of India's economic performance. Indian Meteorological Department (IMD) has predicted a second consecutive year of weak rainfall. 'Deficient' monsoon has been indicated. This may hit badly the plans to revive/ boost the economy. A weak monsoon - leading to high inflation and low growth - would be the biggest challenge.

There has been sharp recovery in Medium and Heavy Commercial Vehicle sales post October 2014. In Credit Rating Agency - ICRA's view, this segment is likely to register a growth of 12 to 14% in FY 2016, driven by expectations of pick-up in demand from infrastructure, mining and industrial sectors in view of various reforms, including 'Make in India' and 'Smart City', being initiated by the Government. In contrast, the Light Commercial vehicle segment continues to struggle and expected to grow at a modest pace of 4 to 6%. The Indian Commercial Vehicle Industry is witnessing sizeable investments by Original Equipment Manufacturers (OEMs) towards upgrading their product portfolio, introducing new models and expanding manufacturing capacities.

Sustained economic growth of Indian economy continues to drive power demand in India. The Government of India's focus to attain 'Power For All' has accelerated capacity addition in the country. Solar as well as Wind energy market are expected to grow at a rapid pace.

'Robert Bosch Automotive Steering GmbH'.

During the year, there was a change in the Shareholding/ Ownership pattern of 'ZF Lenksysteme, GmbH' (ZFLS), the foreign-promoter of your Company. Previously, entire share- capital of ZFLS was held between ZF Friedrichshafen AG and Robert Bosch GmbH in the ratio of 50:50. In January 2015, Robert Bosch GmbH agreed to buy the shares held by ZF Friedrichshafen AG in ZFLS and became 100% owner of ZFLS. Consequent upon this change, name of ZFLS has been changed to 'Robert Bosch Automotive Steering GmbH'.

Subsidiaries, Associates and Joint Ventures

The Company does not have any subsidiary.

Joint Venture (JV)

'ZF Lenksysteme India Private Limited' (now 'Robert Bosch Automotive Steering Private Limited') (Joint Venture with ZF Lenksysteme GmbH, Germany) (hereinafter 'the JV Company')

With change in the name of its Holding Company ('Robert Bosch Automotive Steering GmbH'), the JV Company, too decided to change its name to 'Robert Bosch Automotive Steering Private Limited'.

After the incorporation in the year 2007, the JV Company had set up, in April 2012, an assembly and manufacture of Steering Gears for Commercial Vehicles. Subsequently, in FY 2013-14, the JV Company set-up a state of the art assembly-line for manufacture of Electric Power Steering Systems (EPS) for Passenger Cars, wherein series production has started and regular supplies are made for Tata Motors Passenger Cars. Recently, an assembly-line has been added for manufacture of EPS for Ford Motors. All the above facilities are situated at Village Phulgaon, Alandi-Markal Road, Dist. Pune.

Additional capital, by way of Rights issues, has been raised by the JV Company. Consequently, the paid-up share-capital of the JV Company presently stands at Rs. 3,565 million and your Company holds 26% of the total paid up share-capital of the JV Company, as per the contractual and regulatory obligations. Total investment of the Company in the JV Company as of date stands at Rs. 926.9 million. The Company, as per its obligations, continues to support the JV Company and has invested the additional equity capital in the JV Company. The JV Company plans to further raise additional capital, by way of Rights issue, in the current financial year.

The JV Company has reported a turnover of Rs. 889 million and incurred a loss of Rs. 573 million for Financial Year 2014-15. The major contributor to the sales-revenue is EPS for passenger- cars.

A statement, pursuant to Section 129(3) of the Companies Act, 2013 (the Act) read with Rule 5 of the Companies (Accounts) Rules, 2014, containing the salient features of the financial statement of the JV Company is appended with the financial statement.

Expansion and Capital Expenditure

Steering Gear Systems

The Company is in a process of gradually enhancing its installed capacity of Steering Gears and modernize its plant at Vadu Budruk, mainly from internal accruals.

Renewable Energy

The Company is exploring the avenues of further investments in this sector by way of new project/ expanding capacity to the existing project.

Internal Control System and its Adequacy

The Internal Control Systems of the Company, comprising internal audit department and independent internal auditor, are responsible for the financial reporting, assets, adherence to management policies and to conduct audit, so as to ensure ethical conduct and compliance with set procedures within the organization.The Company has independent Internal Auditors for conducting internal audits of the financial reporting and operations of the Company. The Company's existing system of internal controls is commensurate with its size and nature of business. The Company's internal control ensures reliable financial reporting, better utilization of the Company's resources,and effectiveness of operations, compliance with the legal obligations and the Company policiesand procedures.

The Company's Audit Committee also regularly reviews the financial management reports and data, and interacts with the External and Internal Auditors for ascertaining the adequacy of internal controls.

Human Resources/ Industrial Relations

The industrial relations remained cordial during the year. As at end of March 31, 2015, the Company had 576 permanent employees on its roll.

Cautionary statement

The above 'Management Discussion and Analysis Report' is a forward looking Statement based on the Company's projections, estimates and perceptions. These statements reflect the Company's current views with respect to the future events and are subject to risks and uncertainties. Actual results may vary materially from those projected here.

Conservation of Energy, Research and Development, Technology Absorption and Innovation, Foreign Exchange Earnings and Outgo:

The details as required under the Companies (Accounts) Rules, 2014 are given in Annexure I to this Report.

Directors and Key Managerial Personnel

Mr. Carl Magnus Backlund resigned as Director of the Company with effect from January 1, 2015. Consequently, Mr. Klaus Traeder, who was Alternate Director to Mr. Backlund, too ceased to be Director of the Company. The Board places on record its appreciation for the services rendered by Mr. Carl Magnus Backlund and Mr. Klaus Traeder, during their association with the Company.

During the year under review, the Board appointed Mrs. Eitika Munot as a non-executive non-independent Director of the Company.

In light of the provisions of the Act, Mr. Utkarsh Munot, retires from the Board by rotation this year and being eligible, offers himself for re-appointment.

Profiles of Mrs. Eitika Munot and Mr. Utkarsh Munot, as required by Clause 49 of the Listing Agreement are provided in the Notice convening the Annual General Meeting. The Board recommends both the appointments.

During the year under review, the members approved, at the Extraordinary General Meeting held on March 27, 2015, the appointments of Mr. M. L. Rathi, Mr. Shridhar S Kalmadi, Mr. Ajinkya Arun Firodia, Mr. Jitendra A. Pandit and Mr. S. A. Gundecha as Independent Directors, who are not liable to retire by rotation.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence, as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchange.

The Company has devised a Policy, for performance evaluation of Independent Directors, Board, Committees and other individual Executive/ Non-Executive Directors. The Policy includes criteria for performance evaluation. The criteria are based upon age, experience, quality of participation in Board/ Committee proceedings, attendance at meetings, contribution by strategic inputs and others. The criteria along with additional requirements prescribed by Section 149 of the Act are used for selection of Independent Directors. The Company carried out the performance evaluation during the year.

During the year, there was no change in Key Managerial Personnel of the Company.

Awards and Recognition

During the year, Mr. Dinesh Munot - Chairman & Managing Director of the Company, received an award from ACT (ACMA Centre for Technology), a division of ACMA (Automotive Component Manufacturers of India) for his outstanding leadership and exemplary contribution as the Chairman of ACT (2003-2004).

Directors' Responsibility Statement

Your Directors state that:

i) in the preparation of the annual accounts for the financial year ended March 31, 2015, the applicable Accounting Standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

ii) the Directors have 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 at March 31,2015 and of the profit of the Company for the year ended on that date.

iii) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) the Directors have prepared the annual accounts on a 'going concern' basis.

v) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

vi) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Corporate Governance Report

Pursuant to Clause 49 of the listing agreement, a detailed report on Corporate Governance is given in Annexure - II along with the Auditors' Certificate on its compliance, which forms part of this report.

Particulars of Loans given, Investments made, Guarantees given and Securities provided

The Company has not given any loan or guarantee or provided any security in connection with any loan covered under the provisions of Section 186 of the Act.

During the year, as stated above, the Company invested a sum of Rs. 317.20 million in the equity shares of the JV Company. The Company also made investments of its surplus funds. The details of the investments, including as of April 1,2014 and held as on March 31, 2015, are disclosed in the Note No. 11 to the financial statement.

Contracts and Arrangements with Related Parties

All contracts/ arrangements/ transactions entered into by the Company with related parties during the financial year were on an arm's length basis and were in the ordinary course of business. During the year, the Company had not entered into any contract/ arrangement/ transaction with related parties, which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

Considering the provisions of Section 134 of the Act, as all transactions with related parties referred to sub-section (1) of Section 188 of the Act and exemption is available only from the procedural compliance for transactions, which are in ordinary course of business and based on arm's length prices, the disclosure in the prescribed Form AOC - 2, including part 2 thereof is attached as Annexure III to this Report.

Corporate Social Responsibility (CSR)

With the enactment of the Act and as per the Companies (Corporate Social Responsibility) Rules, 2014, read with various clarifications issued by the Ministry of Corporate Affairs, the Company has framed a CSR Policy, which is available on the Company's website www.zfindia.com. The Company has undertaken activities as per the CSR Policy. The Annual Report on CSR activities is annexed herewith marked as Annexure IV.

Risk Management

During the year, your Directors have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company's enterprise wide risk management framework and (b) Overseeing that all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, legal, information technology, Regulatory and other risks have been identified and assessed and there is an adequate risk management infrastructure in place capable of addressing those risks.

The Company manages, monitors and reports on the major risks and uncertainties, those can impact its ability to achieve its strategic objectives. The Company has introduced several improvements in internal control management to drive a common integrated view of risks, optimal risk mitigation, responses and efficient management of internal control and assurance activities.

Auditors and Auditors' Report

Statutory Auditors

M/s. MGM and Company, Chartered Accountants, Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. They have confirmed (i) their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits prescribed under the Act, (ii) that they are not disqualified for re-appointment and (iii) They hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The Auditors' Report does not contain any qualification, reservation or adverse remark.

Secretarial Auditor

The Board had appointed Mr. I. U. Thakur (PCS Registration No. 1402), Practicing Company Secretary, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the same is annexed herewith as Annexure V. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Disclosures

Meetings of the Board

Five meetings of the Board of Directors were held during the financial year. Detailed information is given in the Report on Corporate Governance, forming part of this Annual Report.

Committees of the Board

Audit Committee

The Audit Committee comprises Independent Directors namely Mr. S. A. Gundecha (Chairman), Mr. M. L. Rathi and Mr. Jitendra A. Pandit as other members. All the recommendations made by the Audit Committee were accepted by the Board.

The details of all committees and its terms of reference are set out in the Corporate Governance Report.

Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee, approved a policy for selection, appointment and remuneration of directors and senior management. The detailed Remuneration Policy is placed on the Company's website www.zfindia.com.

Vigil Mechanism/ Whistle Blower Policy

The Vigil Mechanism of the Company also incorporates a Whistle Blower Policy, in terms of the Listing Agreement. Protected disclosures can be made by a Whistle Blower through an e-mail/ telephone/ letter to the Chairman of the Audit Committee. The Policy on Vigil Mechanism and Whistle Blower may be accessed on the website of the Company at www.zfindia.com.

Extract of the Annual Return

Extract of the Annual Return of the Company in Form MGT 9 is annexed herewith as Annexure VI to this Report.

Particulars of Employees and related disclosures

Considering the provisions of Section 197(12) of the Act read with the relevant rules and having referred to provisions of the First Proviso to Section 136(1) of the Act, the Annual Report is being sent to the members of the Company, excluding details of particulars of employees and related disclosures. The said information / details are available for inspection at the Registered Office of the Company during working hours, on any working day. Any Member interested in obtaining this information may write to the Company Secretary and this information would be provided on request. The Company has three employees, including Working Directors, who drew remuneration exceeding Rs. 60 lac per annum or Rs.5 lac per month (if employed for part of the year).

Disclosure - Anti Sexual Harassment Policy

The Company has in place, an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redresssal) Act, 2013.

An Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, temporary, trainee etc.) are covered under this Policy.

Number of sexual harassment complaints received and disposed of during the financial year 2014-15 is one.

General

1. The Company held no deposits at the beginning of the year, nor accepted any deposits during the year under report.

2. All equity shares issued by the Company rank pari-passu in respect of right to receive dividend, voting rights or otherwise.

3. During the year under report, no shares were issued as sweat equity to any of the employees or others.

4. As the Company does not have any subsidiary, no remuneration was received by any Whole-time Director of the Company from a subsidiary.

5. During the year under report, no strictures or material orders were passed by any Regulator or a Court or a Tribunal, which may impact on the going concern status of the Company or its operations in future.

6. There are no material changes or commitment affecting the financial position of the Company from March 31, 2015 till date of this Report.

Acknowledgement

The Board of Directors takes this opportunity to express their appreciation for the assistance and co-operation received from Banks, Government Authorities, Customers, Suppliers, Members, Collaborators and other Business Associates.

The Board also acknowledges the understanding and support shown by all its employees.

For and on behalf of the Board of Directors

Pune Dinesh Munot July 28, 2015 Chairman & Managing Director

---

Mar 31, 2013

To the Members,

The Directors are pleased to present the 33rd Annual Report and Audited Accounts for the year ended March 31, 2013.

Financial Results (Rs. in Million)

2012-2013 2011-2012

Sales (net) and other Income 3243.7 3597.3

Profit before depreciation and tax 721.4 745.6

Depreciation 231.4 168.8

Exceptional Item - 104.3

Provision for tax 233.8 216.5

Net Profit 256.2 464.6

Balance Brought Forward from 12.6 13.5 Previous year

Amount available for appropriation 268.8 478.1

Appropriations

General Reserve 161.8 360.0

Proposed Dividend and Tax thereon 84.9 52.7

Interim Dividend and Tax thereon - 52.7

Balance Carried Forward 22.1 12.6

268.8 478.1

Dividend

The Board is pleased to recommend a dividend of Rs. 8/- per share for the year ended March 31, 2013.

Fixed Deposits

Your Company has not accepted any fixed deposit.

Conservation of Energy, Research And Development, Technology Absorption And Innovation, Foreign Exchange Earnings And Outgo

The details as required under the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are given in Annexure II to this Report.

Transfer to Investor Education and Protection Fund

The Company has transferred a sum of Rs. 411,300/- during the year ended March 31, 2013 to the Investor Education and Protection Fund (IEPF) established by the Central Government, in compliance with the provisions of Section 205C of the Companies Act, 1956. The said amount represents unclaimed dividend lying with the Company for a period of 7 years from its date of payment.

Unclaimed Dividend for the Financial Year 2005-06 is due for transfer to the IEPF on August 25, 2013.

Directors

With profound sorrow and grief, the Board reports the sad demise of our Director - Mr. D. S. Bomrah. The Board places on record its appreciation for Mr. Bomrah''s rich contribution to the growth of the Company in his capacity as Director as well as member of the Audit Committee and the Remuneration Committee of Directors.

Mr. Jitendra A. Pandit has been appointed as Director on January 29, 2013, in the casual vacancy caused by the death of Mr. D S Bomrah. Mr. Pandit is an Independent Director. As per the provisions of Section 262 of the Companies Act, Mr. Pandit holds office up to the date of the forthcoming Annual General Meeting (AGM) of the Company and is eligible for appointment as Director. The Company has received notice under Section 257 of the Companies Act, in respect of Mr. Pandit, proposing his appointment as a Director of the Company. Resolutions seeking approval of the members for the appointment of Mr. Pandit as Director of the Company has been incorporated in the Notice of the forthcoming AGM along with brief details about Mr. Jitendra Pandit.

During the period under report, Mr. Jinendra Munot was re- appointed as Jt. Managing Director of the Company for a period of 5 years with effect from April 1, 2013.

At the 33rd Annual General Meeting, Mr. M. L. Rathi, Mr. Shridhar S. Kalmadi and Dr. Hans Friedrich Collenberg, retire by rotation and being eligible, offer themselves for re-appointment.

Profiles of these Directors, as required by Clause 49 of the Listing Agreement with the Stock Exchange, are provided in the Notice convening the Annual General Meeting of the Company.

Directors'' Responsibility Statement

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors'' Responsibility Statement, it is hereby confirmed:

i) That in the preparation of the accounts for the financial year ended March 31, 2013 the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

ii) That the Directors have selected such Accounting Policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2013 and of the profit of the Company for the year ended on that date.

iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) That the Directors have prepared the accounts on a ''going concern'' basis.

Corporate Governance Report

Pursuant to Clause 49 of the listing agreement, a detailed report on Corporate Governance is given in Annexure - III along with the Auditors'' Certificate on its compliance, which forms part of this report.

Auditors

M/s. MGM and Company, Chartered Accountants, retire as Statutory Auditors of the Company at the ensuing Annual General Meeting and offer themselves for re-appointment. A Certificate from them has been received to the effect that their re- appointment as Statutory Auditors of the Company, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956.

Cost Auditors

The Board of Directors have appointed Messrs Joshi Apte & Associates, Cost Accountants, for conducting the statutory audit of the cost accounting records of the Company, for the financial year 2013-14, subject to approval of the Central Government. Cost Audit Report for the financial year 2012-13 will be filed within the prescribed time-limit.

Particulars of Employees

Information as required under Section 217(2A) of the Companies Act, 1956 and the Rules framed there under is attached as Annexure I.

Acknowledgement

The Board of Directors takes this opportunity to express their appreciation for the assistance and co-operation received from Banks, Government Authorities, Customers, Suppliers, Members, Collaborators and other Business Associates. The Board also acknowledges the understanding and support extended by all employees.

For and on behalf of the Board of Directors

Pune Dinesh Munot

May 23, 2013 Chairman & Managing Director

---

Mar 31, 2012

The Directors are pleased to present the 32nd Annual Report and Audited Accounts for the year ended March 31, 2012.

Financial Results (Rs. in Million)

2011-2012 2010-2011

Sales (net) and other Income 3597.3 3080.9

Profit before depreciation and tax 745.6 731.0

Depreciation 168.8 148.7

Exceptional Item 104.3 -

Provision for tax 216.5 173.2

Net Profit 464.6 409.1 Balance Brought Forward from

Previous year 13.5 10.0

Amount available for _ _

appropriation 478.1 419.1

Appropriations:

General Reserve 360.0 300.0

Proposed Dividend and Tax thereon 52.7 52.7

Interim Dividend and Tax thereon 52.7 52.9

Balance Carried Forward 12.7 13.5

478.1 419.1

Dividend

In November 2011, an interim dividend of Rs. 5/- per share was declared and paid. The Board is pleased to recommend a final dividend of Rs. 5/- per share for the year ended March 31, 2012. Thus, the total dividend for the year 2011-12 would be Rs.10/- per share, same as paid for the year 2010-11.

Fixed Deposits

Your Company has not accepted any fixed deposit.

Conservation of Energy, Research And Development, Technology Absorption And Innovation, Foreign Exchange Earnings And Outgo:

The details as required under the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are given in Annexure II to this Report.

Transfer to Investor Education and Protection Fund

The Company has transferred a sum of Rs. 261,691/- during the year ended March 31, 2012 to the Investor Education and Protection Fund (IEPF) established by the Central Government, in compliance with the provisions of Section 205C of the Companies Act, 1956. The said amount represents unclaimed dividend lying with the Company for a period of 7 years from its date of payment.

Unclaimed Dividend for the Financial Year 2004-05 is due for transfer to the I EPF on August 4, 2012.

Directors

At the 32nd Annual General Meeting, Dr. Dinesh Bothra, Mr. Ajinkya Firodia and Mr. Ludwig Rapp, retire by rotation and being eligible, offer themselves for re-appointment.

During the year, Mr. Dinesh Munot was re-appointed as Chairman & Managing Director of the Company for a period of 5 years with effect from December 14, 2011, Mr. Utkarsh Munot was re-appointed as Executive Director of the Company with effect from November 1, 2011, for a period of 5 years.

Profiles of these Directors, as required by Clause 49 of the Listing Agreement with the Stock Exchange, are provided in the Notice convening the Annual General Meeting of the Company.

The above re-appointments form part of the Notice of the 32nd Annual General Meeting and the relevant Resolutions are recommended for your approval.

Corporate Social Responsibility

As a responsible citizen, your Company supports by way of regular Donations to 'Janwani', a Non-Government Organisation (NGO) promoted by Mahratta Chamber of Commerce, Industries and Agriculture, Pune. 'Janwani' takes up projects like Citizen Empowerment, Environment Focus, Waste Management, Road-Traffic and Public Transport to mention a few. Your Company donated Rs. 3 lac to 'Janwani' in the year under review. The total donation to this Institution amounts to Rs. 9 lac from the year 2009-10.

The Company also regularly organizes Blood-Donation camps. Directors' Responsibility Statement

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors ' Responsibility Statement, it is hereby confirmed:

i) That in the preparation of the accounts for the financial year ended March 31, 2012 the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

ii) That the Directors have selected such Accounting Policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2012 and of the profit of the Company for the year ended on that date.

iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) That the Directors have prepared the accounts on a 'going concern' basis.

Corporate Governance Report

Pursuant to Clause 49 of the listing agreement, a detailed report on Corporate Governance is given in Annexure - III along with the Auditors' Certificate on its compliance, which forms part of this report.

Auditors

M/s. MGM and Company, Chartered Accountants, retire as Statutory Auditors of the Company at the ensuing Annual General Meeting and offer themselves for re-appointment. A Certificate from them has been received to the effect that their re- appointment as Statutory Auditors of the Company, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956.

Cost Auditors

As per the Order passed by the Central Government and in pursuance of Section 233B of the Companies Act, 1956, the Company appointed M/s. Joshi Apte & Associates, Cost Accountants, Pune, to audit the cost accounts relating to its business activity of generating 'Electricity' for the financial year 2011-12. From April 1, 2012, cost-records of Auto-Components too, come under purview of Cost-Audit. M/s. Joshi Apte & Associates have been appointed as Cost-Auditor to carry out audit of cost-accounts of the Company for financial year 2012- 13, subject to approval of the Central Government.

Particulars of Employees

Information as required under Section 217(2A) of the Companies Act, 1956 and the Rules framed there under is attached as Annexure I.

Acknowledgement

The Board of Directors takes this opportunity to express their appreciation for the assistance and co-operation received from Banks, Government Authorities, Customers, Suppliers, Members, Collaborators and other Business Associates.

The Board also acknowledges the understanding and support shown by all its employees.

For and on behalf of the Board of Directors

Pune Dinesh Munot

May 16, 2012 Chairman & Managing Director

---

Mar 31, 2011

The Directors are pleased to present the 31st Annual Report and Audited Accounts for the year ended March 31, 2011.

FINANCIAL RESULTS (Rs. in Million)

2010-2011 2009-2010

Sales (net) and other Income 3080.9 2219.8

Profit before depreciation and tax 731.0 489.1

Depreciation 148.7 76.1

Provision for tax 173.3 130.7

Net Profit 409.0 282.3

Depreciation / Taxation written-back 0.1 4.3

Balance Brought Forward from 10.0 13.4 Previous year

Amount available for appropriation 419.1 300.1

APPROPRIATIONS

300.0 200.0 General Reserve

52.7 52.9 Proposed Dividend and Tax thereon

52.9 37.2 Interim Dividend and Tax thereon

13.5 10.0 Balance Carried Forward

419.1 300.1

Dividend

In November 2010, your Company had paid an interim dividend of Rs. 5 per share. Your Directors are now pleased to recommend a final dividend of Rs.5 per share for the year ended March 31, 2011. The total dividend for the year 2010-11 would accordingly be Rs. 10 per share as against Rs. 8.50 per share for the year 2009-10.

Management Discussion and Analysis Report

The Indian economy exhibited a broad-based recovery in 2010-11 and could regain its pre-crisis growth trajectory. Agriculture showed a rebound. Industry too, achieved its earlier momentum. Services sector continued its near double digit march.

One of the most favourite and highly tracked sector in any economy is the Auto sector given its importance to the economy. According to a recent report published by KPMG, the Auto sector has been a key driver of the Indian economy, accounting for around 4% of Indias GDP. The sector is especially of interest, after it has emerged stronger from the recent global downturn, and sales across all segments have seen record breaking numbers in the recent past. The Indian Automobile sector has emerged as the 7th largest and fastest growing market in the world in 2010. India has become a favourite investment destination as an Auto Hub, and is expected to remain the same in the future, too. This has attracted a lot of foreign investment

along with higher competition, thus driving the domestic players to become more efficient.

The overall Commercial Vehicles segment registered a positive growth of 30 percent during April-March 2011 as compared to the same period last year. Passenger Vehicles including Passenger Cars segment during April- March 2011 grew over 24 percent over same period last year.

Review of Operations

Operating Results of the Company

Sales

Comparative quantitative figures of Sales are as under:

(numbers)

Type 2010-11 2009-10 Growth

Power Steerings 180,639 121,342 49%

Mechanical Steerings 155,937 124,151 26%

Rack & Pinion 20,430 17,225 19%

Other Income

Other Income improved substantially from Rs. 59 million to Rs. 99 million in view of the better capital-market conditions for major part of the year.

Profitability

Raw Material cost as a percentage of sales was down by 2 % for the year due to lower commodity-prices, strong rupee and indigenization of some of the imported components. However, Employees costs have gone up by 33 % over the previous year. Depreciation was higher at Rs. 149 million against Rs. 76 million (previous year) in view of the full years depreciation on the 5 MW Wind Turbine Machines commissioned in March 2010. Consequently, Profit before Tax for the year was Rs. 582 million against Rs. 413 million in the previous year.

Earnigs Per Share has jumped up from Rs. 31.59 to Rs. 45.09 .

Renewable Energy – Wind Power Energy

As you are aware, the Company operates 7 Wind Turbine Machines, located at Satara and Ahmednagar, having aggregate capacity of 6.7 MW for its captive power consumption. The power generated out of these windmills is fed into Maharashtra State Electricity Distribution Company Ltd. (MSEDCL) grid and the units so fed are deducted by MSEDCL in their bills raised on the Companys factory at Vadu Budruk. Total 6,510,888 units were generated in 2010-11 which constituted 73 % of the factorys consumption of power.

Outlook/ Opportunities for the Company

The automotive paradigm is shifting from Europe to Asia. Growing markets like India are increasingly becoming important and becoming primary markets for most European countries. SIAM (Society of Indian Automobile Manufacturers) have forecasted 18-21% growth for Light Commercial Vehicles, 16-18% growth for Passenger Cars, 12-14% growth for Utility Vehicles and 10-12% for Heavy Commercial Vehicles in 2011-12 over the previous year.

During 2010-11, your Company has added 3 important customers. Also, new steering types were developed for existing customers.

Automobile industry, however, is very interest-sensitive. Current inflation is threatening to plunge economy into crisis. Food-inflation remains a concern. Crude oil prices over $100 a barrel and high metal prices could further accelerate inflation and interest-rates. RBI, through its recent policy-announcement, has manifested that the priority is to rein in headline inflation, even at the cost of lower growth going forward. This is a marked departure from their previous monetary-policy stance of supporting growth while containing inflationary pressures. The RBI has acknowledged that apart from higher global commodity prices, the single important risk may be higher oil prices. Although, prices of some of the metal prices have soften down in a last few days, there still remains an uncertainty. The focus has shifted from growth momentum to stability and anchoring inflation expectations. Economic growth is expected to moderate in the current year as monetary tightening takes effect.

Non-availability of adequate number of skilled manpower and increased wage bill are the constraints, every organization is facing today.

Despite these challenges, your Company remains positive about the near-term outlook.

Credit-Rating by ICRA

The Board is happy to announce that your Company got LA+ (adequate-credit-quality) for Term Loan and A1+ (highest-credit-quality) for working capital credit rating from ICRA.

Joint Venture (JV)

ZF Lenksysteme India Private Limited

During the year under report, additional capital, by way of Rights issue, has been raised by the JV Company in May 2010 and December 2010. Consequently, the paid-up capital of the JV Company now stands at Rs. 130 million. Your Company has subscribed to its entitlement, making its total investment in the JV Company to Rs. 33.8 million so far. Your Companys share of interest remains same at 26 % of the paid-up capital of the JV Company.

The JV Company has initiated necessary steps for acquiring the land and factory building on lease, in order to establish its assembly operations near Pune, in the current year.

Expansion and Capital Expenditure

Steering Gear Systems

By end of financial year 2010-11, the Company has expanded its installed capacity of Power Steering Gears to 3 lac units per annum and Mechanical Steering Gears to 2 lac units per annum at its existing factory at Vadu Budruk.

The Company has recently acquired a leasehold plot of land at MIDC Talegaon Industrial Area. The Company is examining various opportunities in respect of that plot.

Renewable Energy - Solar Power Project

The rising oil import bill has been the focus of serious concern due to the pressure it is exerting on the economy and the foreign exchange resources. It is also largely responsible for energy supply shortages. The need for harnessing renewable source of energy, has therefore, gained tremendous importance not only in order to meet the growing demand for energy but also for the fact that fossil fuels like coal, oil, petroleum products and other hydro carbons are fast depleting in the world and particularly in India .

The Indian Government is rightly giving thrust on the development of renewable energy to meet the energy demand of the country. In the 11th five-year plan, the Ministry of New and Renewable Energy (MNRE) has planned to increase the renewable energy capacity to 10% of the total energy mix in India by 2012. The projected increase in Solar capacity in India, can reduce Indias carbon emissions by 2.5%, which is a tenth of 20-25% reduction, India volunteered at the international summit on Climate Change in Copenhagen. Indian Renewable Energy Development Agency (IREDA) has announced a number of financial and fiscal incentives for the development of Renewable Energy.

As continuous initiative for clean environment, your Company has been investing in Green Energy projects. Earlier, the Company has invested in Wind-Power projects. Your Company had applied for 5 MW Solar Project under the Gujarat Governments Solar Power Policy, as Solar radiation over Gujarat has maximum intensity in India and the average rainfall is scanty in most parts of the state, hence best suited for solar power generation. Gujarat Government selected very few companies, your Company being one of them. Your Company has adopted Thin Film Solar Photovoltaic

technology, after studying the factors like solar radiation, available area, temperature variation at site etc. This Project will enable your Company to generate clean energy, which will be a small contribution from your Company to the Governments clean energy drive and it will also help the Company in reducing Income Tax outgo in the current year and the next year.

Gujarat Government has committed to buy all the units generated from this project by way of a Power Purchase Agreement (PPA) signed by the Gujarat Urja Vikas Nigam Ltd. (GUVNL), by offering a special tariff of Rs. 15 per unit for the initial 12 years, starting from the date of commercial operation of the project and Rs. 5 per unit from the 13th year to 25th year .

The Project-Site is located in State run Solar Park in Charnka village, Santalpur Taluka, District Patan, Gujarat .

The total cost of the project is Rs.700 million, part of the funding will be by debt. We are happy to inform you that the Company has been able to effect a Financial Closure of the project, at a very attractive interest rate, considering the current high interest-rate regime.

Internal Control System

The Internal Control System of the Company is responsible for the financial reporting, assets, adherence to management policies and to conduct ethical conduct within the organization. The Company has independent Internal Auditors for conducting internal audits of the financial reporting and operations of the Company. The Companys existing system of internal controls is commensurate with its size and nature of business. Companys Internal control ensures reliable financial reporting, better utilization of Companys resources, effectiveness of operations, compliance with the legal obligations and the Company policies and procedures. The Companys audit committee also regularly reviews with the management, external and internal auditors – the adequacy of internal control systems.

Human Resource Development

The Company has been continuously training its employees in the newer technical/ management skills. Various steps have been taken for improving the performance of employees. During the year, 30 training programs ( 2 external and 28 internal) covering over 150 Training man-days were covered. We expect to continue the customized development programmes to individual employees during the year as well.

Industrial relations continued to be cordial and peaceful. The total number of employees as on March 31, 2011 was 909 .

Cautionary statement

The Management Discussion and Analysis Report is a forward looking Statement based on the Companys projections, estimates and perceptions. These statements reflect the Companys current views with respect to the future events and are subject to risks and uncertainties. Actual results may vary materially from those projected here.

Fixed Deposits

Your Company has not accepted any fixed deposit from public.

Conservation of Energy, Research And Development, Technology Absorption And Innovation, Foreign Exchange Earnings And Outgo:

The details as required under the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are given in Annexure II to this Report.

Transfer to Investor Education and Protection Fund

The Company has transferred a sum of Rs. 159,840 during the year ended March 31, 2011 to the Investor Education and Protection Fund (IEPF) established by the Central Government, in compliance with Section 205C of the Companies Act, 1956. The said amount represents unclaimed dividend lying with the Company for a period of 7 years from its date of payment.

Unclaimed Dividend for the Financial Year 2003-04 is due for transfer to the IEPF on September 18, 2011.

Unclaimed Share-certificates

Pursuant to the Securities and Exchange Board of India (SEBI)s circular dated December 16, 2010 and the consequent amendment to the Listing Agreements, Letters have been sent by the Companys Registrar & Transfer Agent to 252 Members, whose share- certificates comprising 20,891 shares have remained unclaimed/ returned undelivered to the Company.

Directors

Mr. Walter Salvasohn, in view of his new assignment at ZF Shanghai Steerings, does not seek re-appointment at the ensuing 31st Annual General Meeting, when he is due to retire by rotation. The Board places on record its appreciation for the contribution made by Mr. Salvasohn during his tenure with the Company.

Mr. Magnus Backlund- Vice-President and Head of Corporate Strategy department, ZF Lenksysteme, GmbH, is proposed to be appointed in place of Mr. Salvasohn. Notice has been received from a member pursuant to Section 257 of the Companies Act, 1956 to this effect.

At the 31st Annual General Meeting, Mr. M L Rathi, and Mr. Manish Motwani retire by rotation and being eligible, offer themselves for re-appointment.

The above appointment / re-appointments form part of the Notice of the 31st Annual General Meeting and the relevant Resolutions are recommended for your approval.

Profiles of these Directors, as required by Clause 49 of the Listing Agreement with the Stock Exchange, are provided in the Notice convening the Annual General Meeting of the Company.

Corporate Social Responsibility

As a responsible citizen, your Company supports by way of regular Donations to Janwani, a Non-Government Organisation (NGO) promoted by MCCIA (Mahratta Chamber of Commerce, Industries and Agriculture), Pune. Janwani takes up projects like Citizen Empowerment, Environment Focus, Waste Management, Road-Traffic and Public Transport to mention a few.

Your Company has so far donated to Janwani, Rs. 3 lac each in 2009-10 and 2010-11 and has committed to donate Rs. 4 lac in the current year.

Directors Responsibility Statement

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, it is hereby confirmed:

i) That in the preparation of the accounts for the

financial year ended March 31, 2011 the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

ii) That the Directors have selected such

Accounting Policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2011 and of the profit of the Company for the year ended on that date.

iii) That the Directors have taken proper and

sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

iv) That the Directors have prepared the accounts on a going concern basis.

Corporate Governance Report

Pursuant to Clause 49 of the listing agreement, a detailed report on Corporate Governance is given in Annexure - III along with the Auditors Certificate on its compliance, which forms part of this report.

Auditors

The Companys Auditors, MGM and Company, Chartered Accountants (Registration Number 117963W) hold office upto the conclusion of the ensuing Annual General Meeting.The Company has received the requisite Certificate from them pursuant to section 224(1B) of the Companies Act, 1956 confirming their eligibility for re- appointment as Auditors of the Company.

Particulars of Employees

Information as required under Section 217(2A) of the Companies Act, 1956 and the Rules framed there under is attached as Annexure I.

Acknowledgement

The Board of Directors takes this opportunity to express their appreciation for the assistance and co-operation received from Banks, Government Authorities, Customers, Suppliers, Members, Collaborators and other Business Associates.

The Board also acknowledges the understanding and support shown by all its employees.

For and on behalf of the Board of Directors

Dinesh Munot Chairman & Managing Director

Pune May 26, 2011

---

Mar 31, 2010

The Directors are pleased to present the Thirtieth Annual Report and Audited Accounts for the year ended March 31,2010.

FINANCIAL RESULTS (Rs. in Million) 2009-2010 2008-2009

Sales (net) and other Income 2219.8 1698.0 Profit before depreciation and tax 489.1 297.5 Depreciation 76.1 79.5 Provision for tax 130.7 74.9 Net Profit 282.3 143.1 Depreciation written-back for earlier years 4.3 Balance Brought Forward from 13.4 24.6 Previous year Amount available for appropriation 300.1 167.7

APPROPRIATIONS

General Reserve 200.0 167.7 Proposed Dividend and Tax thereon 52.9 74.3 Interim Dividend and Tax thereon 37.2 Balance Carried Forward 10.0 300.1 167.7 Dividend

In November 2009, your Company had paid an interim dividend of Rs. 3.50 per share. Your Directors are now pleased to recommend a final dividend of Rs. 5 per share for the year ended March 31, 2010. The total dividend for the year 2009-10 would accordingly be Rs. 8.50 per share as against Rs. 7 per share for the year 2008-09.

Fixed Deposits

Your Company has not accepted any fixed deposit from public.

Conservation of Energy, Research And Development, Technology Absorption And Innovation, Foreign Exchange Earnings And Outgo

The details as required under the Companies (Disclosure of particulars in the Report of Board of Directors) Rules,1988 are given in Annexure II to this Report. Transferto Investor Education and Protection Fund

The Company has transferred a sum of Rs. 1,97,245/- during the year ended March 31, 2010 to the Investor Education and Protection Fund (IEPF) established by the Central Government, in compliance with Section 205C of the Companies Act, 1956. The said amount represents unclaimed dividend lying with the Company for a period of 7 years from its date of payment.

Unclaimed Dividend for the Financial Year 2002-03 is due for transfer to the IEPF on September 8,2010.

Directors

Mr. A. H. Firodia, Chairman of the Company since June 29, 1996, in view of his commitments to various NGOs, Industry- Associations and Social Projects, has decided not to seek re-appointment at the ensuing 30th Annual General Meeting (A.G.M.) of the Company, when he is due to retire by rotation. Consequently, Mr. A. H. Firodia will cease to be Director and Chairman of the Company, after the conclusion of the 30th A.G.M., scheduled to be held on July 14, 2010. The Board places on record its deep sense of appreciation of the invaluable contribution made by Mr. A. H. Firodia, the strategic direction he provided to the Board and his role in the growth of the Company.

The Board has unanimously elected Mr. Dinesh Munot as Chairman of the Board, and re-designated him as Chairman and Managing-Director, which will be effective after the conclusion of the 30" A.G.M.

To fill up the vacancy as Director, to be caused by the retirement of Mr. A. H. Firodia, the Company proposes to appoint Mr. Ajinkya Firodia as the Non-Executive Independent Director of the Company.

Mr. Ludwig Rapp and Mr. D. S. Bomrah, Directors of the Company, retire by rotation at the ensuing Annual General Meeting and are eligible for re-appointment. As you will recall, in May 2009, Mr. Shridhar S Kalmadi and Dr. Hans Friedrich Collenberg, were appointed as Directors to fill the casual vacancies. They shall hold office up to the date of forthcoming Annual General Meeting and, being eligible, offer themselves for appointment.

Notices have been received from members pursuant to Section 257 of the Companies Act, 1956, together with necessary deposit of Rs. 500 in each case, proposing the appointments of Mr. Ajinkya Firodia, Mr. Shridhar S Kalmadi and Dr. Collenberg as Directors.

The above appointments form part of the Notice of the 30th Annual General Meeting and the relevant Resolutions are recommended for your approval.

Profiles of these Directors, as required by Clause 49 of the Listing Agreement with the Stock Exchange, are provided in the Notice convening the Annual General Meeting of the Company.

Awards & Recognitions

On 24.2.2010, your Company has been awarded a Sammanpatra (Certificate of Honour) by the Chief Commissioner, Customs and Central Excise, Pune Zone, for the commendable tax-compliance during 2009-10.

Directors Responsibility Statement

Pursuant to the requirement under Section 217 (2AA) of the Companies Act, 1956 with respect to Directors

Responsibility Statement, it is hereby confirmed:

i) That in the preparation of the accounts for the financial year ended March 31, 2010 the applicable Accounting Standards have been followed along with proper explanation relating to material departures; ii) That the Directors have selected such Accounting Policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2010 and of the profit of the Company for the year ended on that date. iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and iv) That the Directors have prepared the accounts on a going concern basis.

Corporate Governance Report

Pursuant to Clause 49 of the listing agreement, a detailed report on Corporate Governance is given in Annexure - III along with the Auditors Certificate on its compliance, which forms part of this report.

Auditors

During the year, M/s. Patankar & Associates, Chartered Accountants, resigned as Statutory Auditors of the Company, due to time-constraints at their end. The Members, at the Extraordinary General Meeting held in April 2010, appointed M/s. MGM & Company, Chartered Accountants, as Statutory Auditors. M/s. MGM & Company, will retire at the ensuing Annual General Meeting and are eligible for re-appointment. Particulars of Employees Information as required under Section 217(2A) of the Companies Act, 1956 and the Rules framed there under is attached as Annexure I.

Acknowledgement

The Board of Directors takes this opportunity to express their gratitude for the assistance and co-operation received from ZF Lenksysteme- the Collaborators, Banks, Government Authorities, Customers, Suppliers, Members and other Business Associates.

The Board also acknowledges the understanding and support shown by all its employees.

For and on behalf of the Board of Directors

A. H. Firodia Pune Chairman May 27, 2010