ZF COM VE CTR SYS IND LTD

ZF Commercial Vehicle Control Systems India Limited was originally incorporated on November 18, 2004 as a Public Limited Company with the name 'Auto (India) Engineering Limited'. Thereafter, name of the Company was changed to Wabco India Limited on August 2, 2011. Effective from 7 March 2022, name of the Company was further changed from Wabco India Limited to ZF Commercial Vehicle Control Systems India Limited. The Company is primarily engaged in manufacture of air brake actuation systems for commercial vehicles. Apart from this, it is rendering software development and other services as well. The Company is a part of the Commercial Vehicle Solutions (CVS) division of the ZF Group. It designs, manufactures and markets conventional braking products, advanced braking systems, and other related air assisted products and systems. It operates five manufacturing facilities across India, an advanced technology development center, a vehicle testing facility near Chennai and a nation-wide aftermarket distribution and services network. The Company's Erstwhile Ultimate Holding Company (Wabco Holding Inc.,) signed a definitive agreement with ZF Friedrichshafen (the acquirer) for merger of Wabco Holding Inc., with a wholly owned subsidiary of the Acquirer. Pursuant to completion of aforesaid acquisition of the Company & parent company by ZF Friedrichshafen AG, the Company is now a subsidiary of ZF Friedrichshafen AG. During the year 2007-08, the company commenced operations in their new manufacturing facility in a Special Economic Zone (SEZ) at 'Mahindra World City' near Chennai. In March 2008, the company entered into the scheme with Sundaram Clayton Ltd in which the company took over the Brakes Business of Sundaram Clayton Ltd with effect from the appointed date January 1, 2007. In June 3, 2009, WABCO Holdings Inc, USA a global technology leader and tier-one supplier to the commercial vehicle industry, raised their ownership position through indirectly owned subsidiary Clayton Dewandre Holdings Ltd, Rotterdam to 75%, which acquired 67,95,684 equity shares from the Indian promoters, namely TVS group, constituting 35.83% of the paid up capital of the company. Thus, the company became the subsidiary of Clayton Dewandre Holdings Ltd. During the year 2009-10, the company obtained 'Super Platinum' award, for their manufacturing excellence from Frost & Sullivan. In February 2010, the company agreed to an agreement with Mahindra Navistar Automotives Ltd for development and long term supply of air compressor technology, products for braking systems and clutch servo technology with series production starting in 2010. During 2011, Company changed its name from Wabco-TVS (India) Ltd. to WABCO India Ltd. In 2012, the company inaugurated its new manufacturing facility at Pantnagar, Uttarkhand. The company also inaugurated its plant 2 at SEZ, Mahindra worldcity, Chennai. During 2015, the company received various awards like, Daimler India's Innovations Award for the year 2014-15, Tata Motors Supplier of the year award for the year 2014-15, Ashok Leylands Best in class performance in Quality award for the year 2014-15, Volvo Eicher Overall cost excellence award for 2015. On 1 April 2016, WABCO India informed the stock exchanges that the company has entered into an agreement which is on arms-length basis with M/s WABCO Europe BVBA, a related party, for payment of royalty at the rate of 4% on the net sales for using licensed intangibles and technical knowhow. On 28th March 2019, WABCO Holdings Inc., US the ultimate parent company of WABCO India Ltd., had announced that it has entered into a definitive merger agreement with ZF Friedrichshafen AG (ZF), a privately held global leader in driveline and chassis technologies. Under this agreement, ZF had acquired all outstanding shares of WABCO Holdings Inc., US for $136.50 per share in an all-cash transaction for an equity value of over $7 billion, which concluded in May, 2020. This transaction brought together two global technology leaders with highly complementary and innovative technology offerings. The said transaction, resulted in the indirect acquisition by ZF of WABCO Asia Private Limited, an indirect subsidiary of WABCO Holdings LLP, US and holds 75% of the voting share capital of WABCO India Ltd. Accordingly, upon completion of said transaction, ZF became entitled to, through WABCO Asia. Post conclusion of transaction, an open offer was made to shareholders in August 2020 for acquisition of up to 4,741,900 fully paid-up equity shares of face value of Rs 5/- each of WABCO India Limited, representing 25% of the total voting equity capital of WABCO India Limited, comprising fully of public shareholders was given by ZF Friedrichshafen AG. Pursuant to the open offer, ZF International UK had acquired 18.11% of the shares from public shareholders taking consolidated promoter shareholding to 93.11%. To comply with the listing regulations of minimum public shareholding of 25%, ZF International, UK had in March 2021 sold 12.68% shares through offer for sale to the public shareholders. As on date, the consolidated promoter shareholding stands at 80.43%. Post acquisition by ZF, the WABCO Group has become ZF CVCS division and operates as a seperate division until integration. On 28th March 2019, WABCO Holdings Inc., US the ultimate parent company of WABCO India Ltd., had announced to the New York stock exchange that it has entered into a definitive merger agreement with ZF Friedrichshafen AG (ZF), a privately held global leader in driveline and chassis technologies, which resulted in an indirect acquisition by ZF from WABCO USA of 1,42,25,684 equity shares of the Company, constituting 75% of its total voting share capital, making ZF as the Promoter of the Company in the place of WABCO USA. This indirect acquisition mandated ZF to make an Open Offer to the Company's public shareholders, and acquired upto 47,41,900 fully paid up equity shares of Rs.5/- each, constituting 25% of the voting share capital of the Company. Accordingly, ZF, along with entities acting in concert with them (PAC), made the Open Offer at an offer price of Rs. 7,067.51 per Equity Share, which opened on 13th August 2020 and closed on 26th August 2020. In response to Open Offer, 34,34,775 equity shares of Company were tendered by public shareholders and were acquired by ZF International UK Limited, a PAC (ZF UK), which constituted 18.11% of total voting share capital of the Company and consequently, Promoters' shareholding in the Company increased to 1,76,60,459 equity shares constituting to 93.11%. In 2023, the Company introduced numerous products through the aftermarket channel including air suspension with ECAS technology, tandem master cylinder, and clutch master cylinders. It increased the market share for Diesel Exhaust Fluid (DEF). During the year 2022-23, new business lines were set up for Inversion Relay Valves, Trailer Control Valves, Integrated Pedal Units, and Graduated Hand Control Valves creating additional manufacturing capacities including a special focus on realizing self-reliant plants. Manufacturing capacities were scaled up for the export of Twin Cylinder Compressors and Air Supply Units to Europe and actuators for the domestic market to capitalize on growth opportunities. New products such as electric compressors, air supply units, vacuum pumps, electronic braking systems, actuators, and push-type connectors were launched to international and Indian OEMs. E-compressors were launched for EVs pioneering transformation towards next generation mobility technologies. Significant gains in productivity & quality were realized through new process technologies such as fully automated crankshaft & flange machining cells and vision-based PDI systems combined with traceability implementation. ZF CV Control Systems Manufacturing India Private Limited was incorporated with effect from 5 January. 2022 as a wholly owned subsidiary of the Company in 2022-23. In 2024, the Company worked together with the OEMs and launched e-mobility products like electric compressors and electronic braking system across all the major EV players. The Company also worked with OEMs as a technological solutions partner to introduce technologies compliant with BS VI norms like Hill Start Aid (HSA), Automatic Traction Control (ATC), Air Disc Brakes (ADB), Electronic Stability Control (ESC), Automated Manual Transmission (AMT), Fleet Management Solutions (FMS), Tire Pressure Monitoring System (TPMS), and Advanced Air Processing Units among other technologies. It introduced numerous products to enhance the safety and efficiency of fleets including air suspension with ECAS technology, Tandem Master Cylinder, and Clutch Master Cylinders. The Company also increased its market share for Diesel Exhaust Fluid (DEF). Manufacturing capacities were scaled up for export of Single and Twin Cylinder Compressors and Air Supply Units to Europe and Braking System products for domestic market to capitalize growth opportunities. New assembly lines were established in Jamshedpur and Lucknow plants of producing close to key customer locations. New products such as Twin cylinder Compressor and Air Supply Units for European customers, Actuators, Steering angle sensors, APUs and ECUs to Indian OEMs launched. Significant gains in Productivity and Quality were realized through implementation of Smart Automation Robotic technologies, Testing Automation and leveraging Digitalisation in assembly and machining cells. In FY2025, Company launched 11 new Door Control System variants, expanded support for electric vehicle fleets, and began supplying diagnostic tools for EBS and ECAS. The newly commissioned plant in Oragadam emerged as a strategic hub for advanced manufacturing, supporting the production of e-mobility products, next-generation braking systems, and a wide range of future-ready components for both Indian and global customers. Company expanded the portfolio with new offerings - from twin cylinder compressors and actuators for Europe to Automated Manual Transmissions (AMTs), Auxiliary Power Units (APUs), Electronic Control Units (ECUs), and charging valves for Indian OEMs - further strengthening the market presence.