Bosch Limited Shareholders Approve Related Party Transaction and Preferential Share Issuance via Postal Ballot

Shareholders of Bosch Limited have approved both resolutions put to vote through a postal ballot remote e-voting process, which concluded on Friday, May 08, 2026. The company, headquartered at Hosur Road, Adugodi, Bangalore, conducted the exercise in compliance with Regulation 44(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The voting results, along with the Scrutinizer's Report, were submitted to the stock exchanges on May 11, 2026, and uploaded on the company's website at www.bosch.in .

Postal Ballot Process Overview

The postal ballot notice was dispatched on April 08, 2026, to members holding shares as on the cut-off date of Friday, April 03, 2026. The remote e-voting period commenced on Thursday, April 9, 2026 (9.00 a.m. IST) and ended on Friday, May 8, 2026 (5.00 p.m. IST), both days inclusive, using the e-voting platform of CDSL. The total number of shareholders on the record date stood at 69,095. Prasanna Bedi, Practicing Company Secretary (Membership No. 11711, COP: 17457) of Bedi & Co, was appointed as Scrutinizer at the Board meeting held on April 08, 2026, and issued the scrutinizer's report to the company on May 11, 2026.

Resolution 1: Material Related Party Transaction

The first resolution — an ordinary resolution — sought shareholder approval for a material related party transaction involving investment in the equity share capital of Bosch Chassis Systems India Private Limited (Target Company). Notably, the promoter and promoter group, which held 20,805,224 shares, did not participate in voting on this resolution, as they were classified as interested parties. The resolution was passed with an overwhelming majority, with 99.9943% of valid votes cast in favour.

The detailed voting outcome for Resolution 1 is as follows:

Metric: Details Resolution Type: Ordinary Promoter/Promoter Group Interested: Yes Total Shares Held: 29,493,640 Total Votes Polled: 6,025,434 % of Votes Polled on Outstanding Shares: 20.4296% Votes in Favour: 6,025,091 Votes Against: 343 % in Favour on Votes Polled: 99.9943% % Against on Votes Polled: 0.0057% Resolution Passed: Yes

The category-wise breakdown of votes polled for Resolution 1 is presented below:

Category: Shares Held Votes Polled % Polled on Outstanding Votes in Favour Votes Against % in Favour % Against Promoter & Promoter Group: 20,805,224 0 0 0 0 0 0 Public – Institutions: 6,570,674 6,021,241 91.6381% 6,021,241 0 100% 0% Public – Non Institutions: 2,117,742 4,193 0.198% 3,850 343 91.8197% 8.1803% Total: 29,493,640 6,025,434 20.4296% 6,025,091 343 99.9943% 0.0057%

The scrutinizer's report further detailed the assent and dissent breakdown:

Particulars: No. of Members Voted No. of Votes Cast (Shares) % on Valid Votes Assent: 915 6,025,091 99.99% Dissent: 15 343 0.01% Total: 930 6,025,434 100%

Resolution 2: Preferential Issue of Equity Shares to Promoter Group

The second resolution — a special resolution — sought approval for the issue of 1,230 equity shares each on a preferential basis for consideration other than cash to Robert Bosch Investment Nederland B.V (RBNI), Netherlands and Robert Bosch LLC, USA, both entities forming part of the Promoter Group, along with approval of the terms thereof. The promoter and promoter group participated fully in this resolution, casting all 20,805,224 votes in favour. The resolution was passed with 99.9982% of valid votes in favour.

The detailed voting outcome for Resolution 2 is as follows:

Metric: Details Resolution Type: Special Promoter/Promoter Group Interested: Yes Total Shares Held: 29,493,640 Total Votes Polled: 26,830,659 % of Votes Polled on Outstanding Shares: 90.971% Votes in Favour: 26,830,166 Votes Against: 493 % in Favour on Votes Polled: 99.9982% % Against on Votes Polled: 0.0018% Resolution Passed: Yes

The category-wise breakdown of votes polled for Resolution 2 is presented below:

Category: Shares Held Votes Polled % Polled on Outstanding Votes in Favour Votes Against % in Favour % Against Promoter & Promoter Group: 20,805,224 20,805,224 100% 20,805,224 0 100% 0% Public – Institutions: 6,570,674 6,021,241 91.6381% 6,021,241 0 100% 0% Public – Non Institutions: 2,117,742 4,194 0.198% 3,701 493 88.2451% 11.7549% Total: 29,493,640 26,830,659 90.971% 26,830,166 493 99.9982% 0.0018%

The scrutinizer's report detailed the assent and dissent breakdown for Resolution 2:

Particulars: No. of Members Voted No. of Votes Cast (Shares) % on Valid Votes Assent: 904 26,830,166 100% Dissent: 29 493 0% Total: 933 26,830,659 100%

Scrutinizer's Confirmation

Scrutinizer Prasanna Bedi confirmed that the remote e-voting process was conducted in a fair and transparent manner. The votes were unblocked on May 08, 2026, in the presence of two witnesses not employed by the company. The e-voting data was downloaded from the e-voting website, scrutinized, and the list of members who voted electronically was matched with the register of members/beneficial owners maintained by the depositories. No invalid votes were reported across any category for either resolution. The electronic data and relevant records relating to remote e-voting are under the scrutinizer's custody and will be handed over to the Company Secretary/Authorized Director of Bosch Limited for safe preservation. The voting results were communicated to the exchanges by V. Srinivasan, Company Secretary & Compliance Officer, on May 11, 2026.

Bosch Limited has announced a major strategic acquisition of Bosch Chassis Systems India Private Limited (RBIC) for ₹9,068.70 crores, significantly expanding its mobility solutions portfolio. The transaction represents a pivotal move to consolidate safety and braking systems under the listed entity, creating a comprehensive mobility technology platform.

Strategic Acquisition Overview

RBIC operates as a Tier 1 supplier specializing in safety and braking systems for both two-wheeler and four-wheeler OEMs. The company has established itself as the market leader in India's automotive safety segment, with three state-of-the-art manufacturing facilities located in key automotive hubs of Chakan, Manesar, and Sanand.

Parameter: Details Acquisition Value: ₹9,068.70 crores Target Company: Bosch Chassis Systems India Private Limited Manufacturing Facilities: 3 locations (Chakan, Manesar, Sanand) Employee Strength: ~2,000 including contract workforce Deal Structure: Predominantly cash with small equity component

Financial Performance and Impact

RBIC has demonstrated strong financial performance with significant margin expansion over recent years. In FY25, the company recorded revenue of ₹4,000 crores with EBITDA margins of 19.30%. The nine-month performance in FY26 showed continued momentum with revenue of ₹3,500 crores.

Financial Metric: FY23 FY25 Growth Revenue: ₹2,900 crores ₹4,000 crores 17% CAGR EBITDA Margin: 12.80% 19.30% +650 bps Net Profit Margin: 8.10% 13.90% +580 bps

The acquisition will be immediately accretive to Bosch Limited's financial profile, with expected pro forma EPS accretion of approximately 5% based on FY25 numbers. On a consolidated basis, the transaction will increase revenue from operations by 22% from ₹18,000 crores to ₹22,000 crores.

Product Portfolio and Market Position

RBIC's comprehensive product suite includes Anti-lock Braking Systems (ABS), Electronic Stability Program (ESP), occupant safety systems, sensors, and next-generation braking solutions for electric vehicles. The portfolio is notably powertrain agnostic, providing flexibility as OEMs transition between ICE and EV platforms.

The company serves major automotive manufacturers including:

Tata Motors

Maruti Suzuki

Toyota

Bajaj Auto

Revenue composition shows approximately one-third contribution from two-wheelers, with the remaining two-thirds from passenger and commercial vehicles.

Growth Drivers and Market Opportunities

The safety and braking systems market benefits from multiple structural tailwinds. Regulatory mandates for ABS, ESP, and airbag systems provide sustainable demand catalysts. The implementation of Bharat New Car Assessment Program and evolving safety norms create additional growth opportunities.

Management highlighted several potential expansion areas:

Two-wheeler ABS mandate extension to sub-125cc categories

Commercial vehicle ADAS regulations for vehicles above 5 tonnes

Increasing EV penetration driving demand for new braking systems

Premium vehicle segment growth increasing safety feature adoption

Deal Structure and Timeline

The transaction involves predominantly cash consideration of approximately ₹9,060 crores, with a small preferential allotment of 2,460 equity shares valued at ₹8.80 crores to Robert Bosch Netherlands and Robert Bosch US. This structure maintains the parent company's "skin in the game" philosophy while ensuring fast closure.

Deal Component: Value Cash Consideration: ~₹9,060 crores Preferential Allotment: ₹8.80 crores Valuation Multiple: 10.60x EV/FY25 EBITDA Target Completion: End of Q1 FY27

Manufacturing and Operational Excellence

RBIC's operational strength stems from its localized manufacturing approach and quality standards required for safety-critical products. The company has achieved significant localization levels exceeding 90% for established products, with newer products following a phased localization strategy.

The management emphasized the modular production setup and ability to leverage Bosch's international production network for capacity expansion. This includes relocating idle production lines from global facilities, providing cost advantages and faster ramp-up capabilities.

Strategic Rationale and Future Outlook

The acquisition aligns with Bosch Limited's strategy to build a comprehensive mobility solutions company. By integrating RBIC's vehicle motion portfolio with existing powertrain capabilities, the combined entity will offer enhanced scalable solutions across all vehicle segments.

Management expressed confidence in maintaining stable margins over the next five years, supported by a robust order book extending through 2031. The company's market leadership position, combined with continuous technology upgrades and legislative support, provides a strong foundation for sustained growth in India's evolving automotive landscape.

We’re building Scanx - to help you express your trading & investing idea, to help you analyse the markets better.

Stock Markets are the true indicator of the growth of any country's economy. We are bullish on India, we are bullish on India's prospects to be one of largest economies of the world. We believe that Stock Markets provide an unique opportunity for all Indians to participate in the growth story of India. We are enabling the same for Indians.

As financial services are becoming more accessible, there is now a large set of Indians today who are financially aware and literate. They value time and seek high quality products & services. Most screening, trading, investing platforms available today are more or less similar to each other, and they have not evolved with time. While both traders & investors have gotten smart about how they make money and build wealth, as users they have continued to use the same products, features, and platforms that were available for years with little or no innovation.

We plan to change that - a technology-led and artificial intelligence enabled platform built for super traders and long term investors.

Disclaimer:

The data and information provided on this website is for general informational and research purposes only. While we strive to ensure that the content is accurate, up-to-date, and reliable, this platform utilizes artificial intelligence (AI) tools to generate, curate, and summarize information. As such, the content may occasionally contain errors, omissions, or outdated information. All users are therefore advised to cross verify the source of the data and information.

This website does not constitute professional, legal, financial, medical, or any other form of licensed advice. Users are encouraged to independently verify any information before relying on it, especially for decisions that may have legal, financial, or personal consequences.

The views, analyses, and summaries presented on this platform may be generated or assisted by AI and do not necessarily reflect the opinions of the website owners, operators, editors, or affiliates.

We make no warranties or representations, express or implied, regarding the completeness, accuracy, reliability, suitability, or availability of the information contained on this website. Any reliance you place on such information is strictly at your own risk.

This website may include links to third-party sources or content. We do not control or endorse the nature, accuracy, or availability of those external sites and are not responsible for any content or damages arising from their use.

By using this website, you acknowledge and agree that the use of AI-generated content involves inherent limitations, uncertainties and inaccuracies, and you accept full responsibility for how you interpret and use the information provided.

We reserve the right to modify, update, or remove content and this disclaimer at any time without prior notice.