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Bharat Forge Ltd			Industry : Castings & Forgings


BSE Code:	500493	NSE Symbol:	BHARATFORG	P/E(TTM):	74.35

ISIN Demat:	INE465A01025	Div & Yield %:	0.44	EPS(TTM):	25.81

Book Value(Rs):	229.8093917	Market Cap ( Cr.):	91745.21	Face Value(Rs):	2

Change Company

For the year ended March 31, 2026 To the Members,

Your Directors have the pleasure in presenting the 65^th (Sixty-Fifth) Integrated Annual Report on the business and operations of the Company together with the audited financial statements for the Financial Year ended March 31, 2026.

1. FINANCIAL HIGHLIGHTS

The financial performance of the Company on a standalone and consolidated basis for the Financial Year ended March 31, 2026, as compared with the previous year is summarised below:

Particulars	Standalone	Consolidated
	March 31, 2026	March 31, 2025	March 31, 2026	March 31, 2025
Total Income	85,401.35	90,025.83	1,70,103.36	153,365.67
Exports Revenue	40,114.17	47,281.26	1,16,423.61	115,136.23
Net Profit
Profit for the year before Taxation and Exceptional items	18,208.10	19,720.78	18,310.86	16,165.97
Share of (loss)/profit of associates and joint ventures	-	-	(94.71)	(37.07)
Add/(Less): Exceptional item	(5,495.85)	(1,533.14)	(1,544.43)	(1,570.65)
Provision for Taxation:
Current Tax	4,728.08	5,122.06	5,606.07	5,848.54
Deferred Tax	(203.24)	(156.93)	171.67	(423.04)
Profit for the year	8,187.41	13,222.51	10,893.98	9,132.75
Less: Non-controlling interest	-	-	97.37	(278.78)
Less: Fair value of put option	-	-	294.72	-
Profit for the year attributable to equity holders of the parent	8,187.41	13,222.51	10,501.89	9,411.53
Other comprehensive income not to be reclassified to profit or loss in subsequent periods (net of tax)	(239.35)	(457.66)	(1,643.48)	(195.83)
Total	7,948.06	12,764.85	8,858.41	9,215.70
Balance of Profit from the previous year	81,776.78	73,233.48	62,681.50	57,687.35
Profit available for Appropriation	89,724.84	85,998.33	71,539.91	66,903.05
Appropriations:
Interim Dividend on Equity Shares	956.18	1,195.22	956.18	1,195.22
Final Dividend on Equity Shares	2,868.53	3,026.33	2,868.53	3,026.33
Surplus retained in the Statement of Profit and Loss	85,900.13	81,776.78	67,715.20	62,681.50

2. DIVIDEND

The Board, in its meeting held on February 12, 2026, declared an interim dividend of Rs. 2 per equity share (i.e. 100%) of the face value of Rs. 2 each, aggregating to Rs. 956.18 million, subject to deduction of income tax at source.

Based on the Company's financial performance, the Directors are pleased to recommend, for the approval of members, a final dividend of Rs. 6.50 per equity share (i.e. 325%) of the face value of Rs. 2 each. The final dividend on equity shares, if approved by the members at the ensuing Annual General Meeting ('the ACM"), would involve a cash outflow of Rs. 3,107.58 million and shall be subject to deduction of income tax at source and will be paid to those members whose name appears on the register of members (including Beneficial Owners) of the Company as at the end of Friday, July 03, 2026.

Pursuant to Regulation 43Aof the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time ("Listing Regulations"), the Company had adopted the Dividend Distribution Policy, which is available on the Company's website at: https://www.bharatforge.com/assets/pdf/investor/download/Dividend-Distribution-Policy.pdf

The dividend payout has been determined in accordance with the Dividend Distribution Policy of the Company.

3. RESERVES

During the year under review, the Company does not propose to transfer any amount to the General Reserve. An amount of Rs. 85,900.13 million is proposed to be retained as surplus in the Profit and Loss account.

4. PERFORMANCE OF THE COMPANY

LY 2025-26 saw the Indian economy clock an impressive 7.4% growth per provisional estimates. The GST reforms announced by the government spurred consumption in H2LY26. Automobiles and consumer goods benefited from lower prices following the tax cuts which significantly brought down upfront costs. On the export front, tariff-related uncertainty and CV destocking in North America impacted performance. Against the backdrop of these challenging conditions, your Company clocked a revenue of Rs. 83,956 million in financial year 2025-26, registering a degrowth of (5.1) % YoY.

Domestic Business

Automotive Market: The domestic economy gained momentum in the second half of the year, driven by GST rate cuts. As upfront costs declined, PVs across all segments witnessed healthy growth, with SUVs once again outpacing overall industry growth. In addition to domestic demand, exports grew at a healthy pace as Indian cars gained acceptance in Overseas markets. Our Passenger vehicles (PV) business recorded sales of Rs. 3,974 million, registering growth of 9.7% YoY. The premiumisation trend continues unabated as consumers increasingly prefer vehicles with higher safety ratings.

The domestic CV industry saw stupendous growth as GST rate cuts significantly lowered the total cost of ownership (TCO). In addition to M&HCVs, the Buses segment clocked strong performance as State Transport Undertakings placed more orders. Exports also gained as markets like the Middle East and Southeast Asia saw acceptance of Indian products. The CV OEMs have seen record EBITDA margins for two consecutive years, driven by efficiency gains and operating leverage. The expanding share of heavy trucks like tractor-trailers and tippers in the overall mix has meant that your Company has participated in the market growth in a major way. Our CV business recorded revenue of Rs. 10,364 million, representing a 7.7% YoY growth.

Industrial: The Industrial business registered growth of 8.4% to reach Rs. 25,228 million during the financial year 2025-26. A large part of the growth was due to new business in the supply of machine tools, strong demand from Steel, Power, Construction & Mining, Cement, Renewables and Agriculture. Our company is a major supplier of transmission/Driveline and Engine components to these sectors. As private capex in sectors like Al/Data Centres grows, demand for standby power will create opportunities for component supply for companies like us. The Defence business saw a slight decline this year as component supply to KSSL was lower YoY. However, this temporary blip will reverse in FY27 as execution for the ATAGS and Carbine orders commences. Our Defence product portfolio is program-agnostic and incorporates IP ownership at its core. This strategy has helped us maximise exports and temper any potential cyclicality within the Defence business.

Our Ferrous Casting business under JS Auto Cast ("JSA") had revenue of Rs. 7,571 million, registering 8.6% growth while EBITDA grew 2% to Rs. 1,058 million in FY2025-26. Since the acquisition, JSA has diversified beyond wind energy into Hydraulics, Agriculture and Automobiles. Its total liquid metal capacity stands at 1,30,000 MTPA. With extensive focus on making complex components, new product development is a major focus area for JSA. During the year, JSA undertook numerous de-bottlenecking projects and streamlined operations to optimise costs. To increase value-add, JSA has optimised its Machining capacity in the year gone by.

Our recent acquisition - K Drive Mobility Solutions Private Limited saw revenue of Rs. 9,578 million and EBITDA of Rs. 416 million for the 9 months from July 2025 - March 2026. The Company is making a conscious effort to develop its Axles portfolio beyond M&HCVs to tap bigger opportunities. This journey of reorienting its target market will produce meaningful results in 2-3 years as new programmes enter production.

International Business

Automotive Market: The Company saw a contraction in exports during the year. Trade-related uncertainty in North America, De-stocking of inventory at major CV manufacturers in North America and anaemic growth in Europe kept Automobile exports under pressure.

Our North American CV business declined 50% in FY26 as cyclical de-stocking played out at major Class 8 truck OEMs. Despite the automotive tariffs under Sec 232 being intact, your Company's competitive position in the industry has ensured no loss of market share in the year gone by. Given that the worst of the cyclical correction is behind us, FY27 is likely to be a year of growth.

The Passenger Car business overcame various challenges like US tariffs and sluggish European demand in FY26. Despite all these odds, PV exports registered revenue of Rs. 11,455 million, representing a 3%YoY growth. The resilient performance was driven by higher volumes and market share gains. With a strong balance sheet and capacity to invest, our OEM customers view us as a reliable long-term partner in their growth journey.

Industrial: The Industrial export business saw modest degrowth of (3)96 in FY26 to reach Rs. 15,415 million in revenue. Ex-Oil & Gas Industrial exports grew 5% in FY26 as sectors like Construction and Mining, Aerospace and Power posted strong growth in a challenging operating environment. Aerospace closed the year with record revenues of Rs. 2,550 million, registering an 11% YoY growth. Oil & Gas faced headwinds as fracking capex was marginally lower in North America. Our strategy behind seeding multiple verticals has minimised the impact of individual sector volatility on the overall Industrials basket.

Barring any major geopolitical crisis and its impact on demand, we expect Indian manufacturing operations to report strong growth as order execution picks up across businesses. With new opportunities coming up, the company continues to make progressive efforts to target new businesses and new markets.

Standalone & Consolidated

In the financial year 2025-26, the Company recorded a revenue of Rs. 83,957, implying a dip of 5.1% vs 2024-25 on a standalone basis whereas Profit before Tax and exceptional items stood at Rs. 18,208 million, lower by 7.7% YoY.

On a consolidated basis, the Company, its subsidiaries and joint venture companies achieved total revenue of Rs. 168,117 million as against Rs. 151,228 million, an increase of 11.2% YoY.

5. PARTICULARSOF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013 ("ACT")

Particulars of loans, guarantees and investments covered under Section 186 of the Act, form part of the notes to the financial statements provided in this Integrated Annual Report.

6. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts or arrangements entered into by and between the Company and its Related Parties are on an arm's-length basis and in the ordinary course of business. All Related Party Transactions are placed before the Audit Committee for its review and approval.

Pursuant to Section 134 of the Act, read with Rule 8(2) of the Companies (Accounts) Rules, 2014, the particulars of transactions with related parties are provided in Form No. AOC-2 which is annexed as Annexure "A" to this report. Related Party disclosures as per Ind AS 24 have been provided in Note 39 to the financial statements.

The Related Party Transaction Policy, as amended in line with the requirements of Listing Regulations has been displayed on the Company's website at: https://www.bharatforge.com/assets/pdf/corporateGovernance/RPT-policy.pdf

The list of Related Party Transactions entered into by your Company for the Financial Year 2025-26 (on a consolidated basis) is available on the Company's website at: https://wvwv.bharatforge.com/investors/corporate-governance/related-party-transactions

7. DEPOSITS

During the year under review, the Company has neither accepted nor renewed any deposits under Chapter V of the Act.

8. INTERNAL FI N ANCIAL CONTROLS

Your Company has established an Assurance Office (Internal Audit and Assurance) that handles Internal Audit (in addition to Internal Audit done by an external agency), Risk Management and Investigations under the WhistleBlower Policy of the Company.

Your Company has in place adequate internal financial controls, with reference to financial statements, commensurate with the size, scale and complexity of its operations. An extensive risk-based programme of internal audits and management reviews provides assurance to the Board regarding the adequacy and efficacy of internal controls. The internal audit plan is also aligned with the Company's business objectives and is reviewed and approved by the Audit Committee. Significant audit observations, if any, along with corrective actions thereon, are presented to the Audit Committee. The Assurance Office monitors the adequacy and effectiveness of the internal control systems and key observations are reviewed by the Audit Committee. The internal control system has been designed to ensure that financial and other records are reliable for preparing financial and other statements and for maintaining accountability of assets.

9. RISK MANAGEMENT

The Company has a robust Enterprise Risk Management ("ERM") framework comprising a risk governance structure and defined risk management processes. The Company's ERM cycle comprises four stages i.e. identification of risks, their evaluation, framing of mitigation plans, regular monitoring of risks, action taken and reassessing the risks after completion of the cycle. The risks associated with the business are identified and prioritised and such risks are reviewed by the Senior Management and presented to the Chairman and Managing Director, Vice-Chairman and Joint Managing Director at periodic review meetings. Subsequently, Risk Owners and appropriate review forums are identified for each risk and metrics are developed to monitor and review risk mitigation efforts.

The Board of Directors of the Company has formed a Risk Management Committee to frame, implement and monitor the Company's risk management plan. The Risk Management Committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight of financial risks and controls. The major risks identified by the businesses and functions are systematically addressed through ongoing mitigating actions. The development and implementation of the risk management policy have been covered in the Management Discussion and Analysis (MDA), which forms part of this report.

10. MATERIAL CHANGES AND COMMITMENTS - IFANY, AFFECTING THE FINANCIAL POSITION OFTHE COMPANY

There are no adverse material changes or commitments that occurred after March 31, 2026, which may affect the financial position of the Company or may require disclosure.

11. SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by regulators or courts or tribunals that would impact the going concern status and the Company's operations in the future.

There are no applications made or proceedings pending under the Insolvency and Bankruptcy Code, 2016 as at the end of the financial year, nor has the Company done any one-time settlement with any Bank or Financial Institution.

12. STATE OF COM PAN Y'S AFFAIRS

The state of affairs of the Company has been covered in the Management Discussion and Analysis (MDA). MDA for the year under review, as stipulated under Regulation 34 of the Listing Regulations, is presented in a separate section forming part of this Integrated Annual Report.

13. SHARE CAPITAL

The paid-up equity share capital of the Company as on March 31, 2026, stood at Rs. 956,177,264, divided into 478,088,632 equity shares with a face value of Rs. 2 each.

During the year under review, the Company has not issued shares with differential voting rights nor has it granted any stock options or sweat equity. As on March 31, 2026, none of the Directors of the Company hold any instruments convertible into equity shares of the Company.

Qualified Institutions Placement

The Company had raised Rs. 16,500 million by way of a fresh equity issue through Qualified Institutions Placement (QIP) during the year 2024-25. During the year 2025-26, the balance proceeds of the QIP issue have been utilised for the acquisition of AAM India Manufacturing Corporation Private Limited, as per details disclosed in the Placement Document for the Issue. The funds were utilised for the purpose for which they were raised, and there were no deviations or variations in the utilisation. The details of utilisation of proceeds of QIP have been covered in the Corporate Governance (CG) Report, which forms part of this report.

Debt

During the financial year 2025-26, the Company undertook the following actions in relation to its outstanding Non-Convertible Debentures (NCDs):

Full redemption of 2,000 rated, listed, unsecured, redeemable NCDs with a face value of Rs. 1 million each, bearing a coupon rate of 5.80% per annum, aggregating to Rs. 2,000 million.

Full redemption of outstanding 2,500 rated, listed, unsecured, redeemable NCDs with a face value of Rs. 1 million each, bearing a coupon rate of 5.97% per annum, out of the 5,000 NCDs originally issued.

As on March 31, 2026, the Company had 12,500 rated, listed, unsecured, redeemable NCDs with a face value of Rs. 1 Lakh each, bearing a coupon rate of 7.80% per annum, aggregating to Rs. 1,250 million.

14. TRANSFER OF UNPAID AND UNCLAIMED AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND (‘IEPF')

Pursuant to the provisions of the Act and Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("IEPF Rules"), as amended from time-to-time, the declared dividends, which remained unpaid or unclaimed for a period of 7 (seven) years and shares in relation to such unpaid/unclaimed dividend shall be transferred by the Company to the Investor Education and Protection Fund (IEPF) established by the Central Government.

Accordingly, during the year, the Company transferred the following dividends unpaid or unclaimed for a period of 7 (seven) years from the date they became due for payment, along with the shares thereof, to IEPF. The shareholders have an option to claim their shares and/or amount of dividend transferred to IEPF. No claim shall be entertained against the Company for the amounts and shares so transferred.

Date of Declaration	Type of Dividend	Amount transferred ( Rs.)	No. of equity shares transferred
August 09, 2018	Final	24,84,390.00	74,821
November 02, 2018	Interim	21,00,382.50	24,210

The list of equity shareholders whose shares are liable to be transferred or which have been transferred to IEPF, as the case may be, can be accessed on the Company's website at the link: https://www.bharatforge.com/investors/ shareholders-information/IEPF

The Company has sent notices to respective shareholders who have not claimed a dividend for 7 (seven) consecutive years and whose shares were liable to be transferred to IEPF during the financial year 2025-26. The newspaper advertisement stating the same has also been published in Loksatta, Marathi, Pune, and Financial Express, English on June 13, 2025, and October 14, 2025.

15. ANNUAL RETURN

In accordance with Sections 92(3) read with 134(3)(a) of the Act, the Annual Return of the Company for the financial year 2025-26 is available on the website of the Company at https://www.bharatforge.com/investors/shareholders-information/ Annual-Return

16. DIRECTORS' RESPONSIBILITY STATEMENT

Based on the framework of Internal Financial Controls and compliance systems established and maintained by the Company, the work performed by the Internal Auditors, Statutory Auditors and Secretarial Auditors, including the Audit of Internal Financial Controls over financial reporting by the Statutory Auditors and the reviews performed by the Management and the relevant Board Committees, including the Audit Committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective during the financial year 2025-26.

Pursuant to Section 134(5) of the Act, the Directors confirm that:

a. in preparation of the annual accounts for the financial year ended March 31, 2026, the applicable Accounting Standards have been followed and there were no material departures;

b. they have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as on March 31, 2026, and of the profit of the Company for that period;

c. they 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;

d. they have prepared the annual accounts on a going concern basis;

e. they 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

f. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

In terms of the provisions of the Act and the Articles of Association of the Company, Mr. Ashish Bharat Ram (DIN: 00671567), Director of the Company, retires by rotation at the ensuing ACM and being eligible, has offered himself for reappointment. A resolution seeking members' approval for his reappointment, along with other required details, forms part of the Notice convening the 65^th ACM of the Company.

Further, the term of Mr. Ashish Bharat Ram as Non-Executive Non-Independent Director is for a period of 3 (three) consecutive years, from September 01, 2023, up to August 31, 2026. f he Board at its meeting held on May 7, 2026, approved the reappointment of Mr. Ashish Bharat Ram as Non-Executive Non-Independent Director for a term of 5 (five) consecutive years from September 01, 2026, up to August 31, 2031 (both inclusive), subject to the approval of members sought in the ensuing Annual General Meeting of the Company. A resolution seeking members' approval for his appointment, along with other required details, forms part of the Notice convening the 65^th ACM of the Company.

The following were the key changes in Board structure during the financial year as well as key changes which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report:

a. The members, vide Postal Ballot, approved the reappointments of Mr. K.B.S. Anand (DIN: 03518282) and Ms. Sonia Singh (DIN: 07108778) as Independent Directors of the Company for second term of 5 (five) consecutive years with effect from June 27, 2025 to June 26, 2030 (both days inclusive).

b. Mr. Ravi Kapoor (DIN: 00185981) ceased to be an Independent Director of the Company due to other professional commitments with effect from September 30, 2025.

c. The members, vide Postal Ballot, approved the appointment of Mr. B. P. Kalyani (DIN: 00267202) and Mr. S. E. Tandale (DIN: 00266833) as Whole-Time Directors, designated as Executive Directors of the Company, for a term of 5 (five) consecutive years with effect from May 23, 2026, up to May 22, 2031 (both inclusive).

Independent Directors' Declaration

The Company has received the necessary declarations from each Independent Director in accordance with Section 149(7) of the Act and Regulations 16(l)(b) and 25(8) of the Listing Regulations, that he/she meets the criteria of independence as laid out in Section 149(6) of the Act and Regulation 16(l)(b) of the Listing Regulations. In the opinion of the Board, there has been no change in the circumstances which may affect their status as Independent Directors of the Company and the Board is satisfied with the integrity, expertise, and experience (including the proficiency) of all Independent Directors on the Board.

18. NUMBER OF MEETINGSOFTHE BOARD

The Board met 5 (five) times during the year. A separate meeting of Independent Directors as prescribed under Schedule IV of the Act, was also held during the year under review. The details of the Board of Directors' meetings are provided in the Report on Corporate Governance which forms part of this Integrated Annual Report. The gap between the meetings was within the period prescribed under the Act.

19. BOARD EVALUATION

The annual evaluation process of the Board of Directors, individual Directors, Committees and Chairman was conducted in accordance with the provisions of the Act and the Listing Regulations. The Board evaluated its performance after seeking input from all the Directors on the basis of criteria such as Board composition and structure, the effectiveness of Board processes, information and functioning, etc. The Board evaluated performance of the Committees after seeking input from the committee members on the basis of criteria such as committee composition, the effectiveness of committee meetings, etc. The Independent Directors conducted a performance review of Non-Independent Directors, the Chairperson and the Board. The above criteria are broadly based on the Guidance Note on Board Evaluation issued by the Securities and Exchange Board of India.

The Board and the NRC reviewed the performance of Individual Directors on the basis of criteria such as individual Director's contribution to Board and Committee Meetings, like preparedness on the issues to be discussed, meaningful and constructive contributions and inputs in meetings, etc.

Assessment and observations on the annual performance evaluation are discussed and key action areas for the Board, Committees and Directors are noted for implementation.

20. FAMILIARISATION PROGRAMME

The Company regularly provides orientation and business overview to its Directors byway of detailed presentations by the various business and functional heads at Board meetings, Strategy meetings and through other interactive programmes. Such meetings/programmes include briefings on the Company's domestic and global business. Additionally, the Directors are regularly updated on the Company's new projects, R&D initiatives, changes in the regulatory environment and strategic direction. The Board members are also provided with relevant documents, reports and internal policies to facilitate familiarisation with the Company's procedures and practices from time to time.

The details of the familiarisation programmes for Independent Directors are posted on the website of the Company and can be accessed at https://www.bharatforge.com/assets/pdf/investors/familiarisation-programme-for-independent-directors.pdf

21. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT

In accordance with the Listing Regulations, the Business Responsibility and Sustainability Report (BRSR) forms a part of this Integrated Annual Report describing the initiatives undertaken by the Company from an environmental, social and governance perspective during the year under review.

Further, in terms of SEBI Listing Regulations, the Company has obtained BRSR Reasonable assurance on the BRSR Core Indicators from M/s. KPMG Assurance and Consulting Services LLP on a standalone basis.

22. INFORMATION PURSUANT TO RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

A statement providing details of the employees in terms of Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been provided in a separate annexure which forms part of the Directors' Report. In terms of Section 136 of the Act, the Reports and Accounts are being sent to the shareholders, excluding the information required under Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. Any shareholder interested in obtaining the same may write to the Company Secretary & Compliance Officer at secretarial@bharatforge.com.

The statement containing the information as required under the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is given in Annexure "B" and forms part of this Report.

Disclosure regarding receipt of remuneration by a Director from the holding or subsidiary of the Company:

Director fees of GBP 100,000 each from Bharat Forge International Limited, U.K. for the financial year 2025-26 are payable to Mr. B. N. Kalyani and Mr. Amit Kalyani.

23. NOMINATION AND REMUNERATION POLICY

The Nomination and Remuneration Policy of the Company, inter alia, provides that the Nomination and Remuneration Committee shall formulate the criteria for appointment of Directors on the Board of the Company and persons holding Senior Management positions in the Company, including their remuneration and other matters as provided under Section 178 of the Act and Listing Regulations. The details of remuneration paid to the Executive Directors and Non-executive Directors have been provided in the Corporate Governance Report forming part of this Integrated Annual Report. The Policy is also available on the Company's website at: https://www.bharatforge.com/assets/pdf/corporateGovernance/NRC-Policy.pdf

24. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of corporate governance and has also implemented several best governance practices. A separate section on corporate governance and a certificate from the Practising Company Secretary regarding compliance with the conditions of corporate governance as stipulated under the Listing Regulations form part of this Integrated Annual Report. The Chairman and Managing Director and the Chief Financial Officer of the Company have certified to the Board on the financial statements and other matters in accordance with Regulation 17 (8) of the Listing Regulations pertaining to CEO/CFO certification for the financial year ended March 31, 2026.

25. SU BSIDIARIES, JOI NT VENTURES, AN D ASSOCIATE COM PAN IES

During the year under review, the Company undertook the following investments/acquisitions:

a) Indigenous IL Limited, a non-operational wholly-owned subsidiary, had filed an application for voluntary liquidation in January 2025 with the Israeli Corporation Authority. Pursuant to Section 342 of the Israel Companies Law 1999, the Indigenous IL Limited was voluntarily dissolved in May 2025 as per ‘Certificate of Status of a Company' issued by the Registrar of Companies in Israel.

b) Kalyani Strategic Systems Limited ("KSSL"), a wholly-owned subsidiary of the Company, incorporated a company, namely, Agneyastra Energetics Limited in July 2025 as its wholly-owned subsidiary. Agneyastra Energetics Limited has been incorporated to undertake the manufacturing of High energy explosives, Ammunition high explosive filling (Heavy & Medium Calibre), manufacturing of gun propellants and rocket propellants, creating end-to-end Defence Energetics Capability.

In September 2025, Agneyastra Energetics Limited entered into an agreement with Andhra Pradesh Industrial Infrastructure Corporation Ltd., an industrial infrastructure agency of the Government of Andhra Pradesh, for the purchase of a land parcel admeasuring approx. 949.65 acres situated at Madakasira, Anantapur District for undertaking development of an end-to-end Defence Energetics manufacturing complex, including High explosives manufacturing plant, ammunition filling plant, gun propellant facility, and provisions for future expansion into energetics for rockets, missile systems, Space launch vehicles, followed by advanced energetics.

c) KSSL incorporated a joint venture company, namely, Aegis Advanced Systems SL, in July 2025 in Spain. Aegis Advanced Systems SL has been incorporated pursuant to a Joint Venture Agreement ("JV Agreement") executed between KSSL and Duma Engineering Group S.L. ("DUMA") to collaborate for developing technology, product platforms and solutions relating to defence products to address Indian, European and certain other export markets.

d) Upon receiving approval from the Competition Commission of India ("CCI") on April 22,2025, the Company successfully concluded the acquisition of AAM India Manufacturing Corporation Private Limited (subsequently renamed as "K Drive Mobility Solutions Private Limited") on July 01, 2025 at an Equity Value of Rs. 7474.16 million, including Cash on books of the acquired entity of Rs. 1933.28 Million. Subsequently, K Drive Mobility Solutions Private Limited became a wholly-owned subsidiary of the Company.

e) In February 2026, the Company along with BF Industrial Solutions Limited ("BFISL"), a wholly- owned subsidiary of the Company and J S Auto Cast Foundry India Private Limited ("JS Auto"), a step-down wholly owned subsidiary of the Company, entered into Securities Subscription Agreement (SSA) and Shareholders Agreement (SHA) ("Definitive Transaction Agreements") with PI Opportunities Fund I Scheme II ("Investor").

Pursuant to the above, in March 2026, JS Auto allotted 1 Equity Share and 14,25,794 0.001% Non-Cumulative Compulsorily Convertible Preference Shares to the Investor, resulting in the Investor acquiring a 23% stake in JS Auto on a fully diluted basis, thereby changing the status of JS Auto from a step-down wholly-owned subsidiary to a step-down subsidiary of the Company.

As on March 31, 2026, the Company has 34 (thirty-four) subsidiaries (including step-down subsidiaries), 1 (one) associate company and 2 (Two) joint venture companies. In accordance with Section 129(3) of the Act, the Company has prepared the consolidated financial statement, which forms part of this Integrated Annual Report. Further, a statement containing salient features of the financial statements of our subsidiaries in the prescribed Form AOC-1 is presented in a separate section forming part of the financial statements.

Performance of Material Subsidiaries:

i. Bharat Forge CDP GmbH:

Bharat Forge CDP GmbH ("BF CDP") is the step-down subsidiary of the Company located in Ennepetal, Germany.

BF CDP is engaged in manufacturing forged and machined components for commercial vehicles, passenger vehicles and industrial applications. BF CDP recorded revenue of Rs. 15,952.67 million (Euro 155.69 million) as on March 31, 2026.

In light of the market challenges and other aspects, the Company has in-principally approved the proposal for the phased restructuring of BF CDP's steel forging operations. The proposal may include an orderly wind-down and solvent liquidation of BF CDP, in accordance with applicable German laws.

ii. Bharat Forge International Limited:

Bharat Forge International Limited ("BF International") is a wholly-owned subsidiary of the Company located in England, United Kingdom.

BF International is engaged in the business of trading forged and machined components for the automotive and industrial sectors and has a revenue of Rs. 27,984.74 million (USD 316.90 million) for the year ended March 31, 2026.

iii. Bharat Forge America Inc:

Bharat Forge America Inc. ("BF America") is a wholly-owned subsidiary of the Company located in Delaware, United States of America.

BF America is a holding company with investments in manufacturing entities in the U.S.A. and involved in group support activities. BF America has revenue of Rs. 331.81 million (USD 3.76 million) for the year ended March 31, 2026.

Pursuant to Section 136 of the Act, the audited financial statements, including the consolidated financial statements and related information of the Company and separate audited accounts in respect of subsidiaries, are available on the website of the Company at: https://www.bharatforge.com/investors/reports/annual-reports

26. AUDIT COMMITTEE

During the year under review, the Board reconstituted its Audit Committee. As on March 31, 2026, the Audit Committee comprises of Mr. K.B.S. Anand, Independent Director as Chairperson and Ms. Rashmi Joshi, Independent Director and Mr. Ashish Bharat Ram, Non-Executive Non-Independent Director as Members. The terms of reference and other details of the Audit Committee including its reconstitution post the change in the Board of Directors and details of meetings held during the financial year are given in the Report on Corporate Governance forming part of this Integrated Annual Report.

All the recommendations made by the Audit Committee were deliberated and accepted by the Board during the financial year 2025-26.

27. AUDITORS

A. Statutory Auditors and Audit Report

At the 61^st Annual General Meeting of the Company held on Friday, August 12, 2022, M/s. B S R&CO LLP, Chartered Accountants, Pune (ICAI Firm Registration No. 101248W/W-100022) were appointed as Statutory Auditors to hold office for a period of 5 (five) consecutive years till the conclusion of the 66^th Annual General Meeting to be held in the year 2027.

The Auditor's Report for the financial year 2025-26 does not contain any qualification, reservation or adverse remark. The Auditor's Report is enclosed with the Financial Statements in this Integrated Annual Report.

B. Secretarial Auditor and the Audit

At the 64^th Annual General Meeting of the Company held on Thursday, August 7, 2025, M/s SVD & Associates, Company Secretaries, Pune (Firm Unique Code P2013MH031900) were appointed as the Secretarial Auditors of the Company to hold office for a period of 5 (five) consecutive years till the conclusion of the 69^th Annual General Meeting to be held in the year 2030. The Secretarial Audit Report for the financial year ended March 31, 2026, is appended as Annexure "C" to this report.

The observation(s)/qualification(s) of the Secretarial Auditor in their report are self-explanatory and therefore, the Directors do not have any further comments to offer on the same.

C. Secretarial Audit Report of Material Unlisted Subsidiary

As per regulation 24(A) of the SEBI Listing Regulations, a listed company is required to annex the secretarial audit report of its material unlisted subsidiary in India to its Integrated Annual Report. The Company does not have any Material Unlisted Subsidiary in India during FY 2025-26.

D. Cost Auditors

The Board of Directors, on the recommendation of the Audit Committee, has appointed M/s. Dhananjay V. Joshi & Associates, Cost Accountants, Pune (Firm Registration No.: 00030) as Cost Auditors to audit the cost accounts of the Company for the financial year 2026-27. As required under the Act, a resolution seeking shareholders' ratification for the remuneration payable to the Cost Auditors forms part of the Notice convening the 65^th ACM.

In accordance with the provisions of Section 148(1) of the Act, read with the Companies (Cost Records & Audit) Rules, 2014, the Company has maintained cost records.

The Cost Audit report for the financial year 2024-25 was filed within the due date.

E. Reporting of fraud by auditors

During the year under review, the Auditors of the Company have not reported any fraud as specified under Section 143(12) of the Act to the Audit Committee.

28. CORPORATE SOCIAL RESPONSIBILITY ACTIVITIES

The Company has been carrying out various Corporate Social Responsibility (CSR) activities. These activities are carried out in terms of Section 135 read with Schedule VII of the Act and the Companies (Corporate Social Responsibility Policy) Rules, 2014, as amended from time to time.

The brief outline of the Corporate Social Responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year under review are set out in Annexure "D" of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. For details of the CSR Committee, please refer to the Corporate Governance Report, which forms a part of this report. The CSR policy is also available on the Company's website at the link https://www.bharatforge.com/assets/pdf/corporateGovernance/BFL-CSR-Policy_Combined.pdf

29. OBLIGATION OF THE COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

Your Company's goal has always been to create an open and safe workplace where every employee feels empowered, irrespective of gender, sexual preference, and other factors. Your Company has zero tolerance for sexual harassment in the workplace and has adopted a policy on prevention, prohibition, and redressal of sexual harassment in the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (POSH Act) and the Rules made thereunder. All women associated (permanent, temporary, contractual and trainees) as well as any women visiting the Company's office premises or women service providers are covered under the POSH Act. Your Company has gone beyond the intent of the law and made this policy gender-neutral. Your Company follows this practice as part of equal employment opportunity, including gender equality.

Your Company has constituted an Internal Complaints Committee ("ICC") in all the units of the Company to consider and resolve all sexual harassment complaints reported. The ICC has been constituted as per the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, and the committee includes external members from NGOs or with relevant experience.

During the year under review, 2 (two) complaints were received by the ICC of the Company, the details of which are tabulated below:

Number of complaints received in the year	Number of complaints disposed off during the year	Number of cases pending for more than 90 days
2	O*	Nil

*Both the complaints resolved in April 2026

Further, the Company reached out to 1509 employees through awareness sessions to increase awareness with respect to the Company's Policy on Sexual Harassment in the workplace. During the year under review, video-based training on POSH awareness was rolled out for all employees and is being hosted on the employee portal to create greater awareness on this subject.

30. VIGIL MECHANISM

Your Company believes in the conduct of the affairs of its constituents in a fair and transparent manner by adopting the highest standards of professionalism, honesty, integrity and ethical behaviour. Pursuant to the provisions of Section 177(9) of the Act, read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 22 of the Listing Regulations and in accordance with the requirements of Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Board of Directors had approved the Policy on Vigil Mechanism/Whistle Blower and the same has been hosted on the website of the Company. Over the years, the Company has established a reputation for doing business with integrity and displays zero tolerance for any form of unethical behaviour. The mechanism under the Policy has been appropriately communicated within and outside the organisation. This Policy inter alia provides direct access to the Chairperson of the Audit Committee. It is affirmed that no Company personnel have been denied access to the Audit Committee.

The Company reaches out to employees through physical/virtual sessions to create greater awareness on this subject. During the year under review, the Company has received 2 (two) complaints under the said mechanism, the details of which are tabulated below:

Number of complaints received during the year	Number of complaints resolved during the year	Number of complaints remaining unresolved/undergoing investigation as on March 31,2026
2	2	0

The Whistle Blower Policy of the Company has been displayed on the Company's website at the link https://www.bharatforge.com/assets/pdf/postal-ballot/Whistle_Blower_Policy_05.05.2023_Website_new.pdf

31. CONSERVATION OF ENERGY,TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to the conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 134(3)(m) of the Act, read with Rule 8 of the Companies (Accounts) Rules, 2014 are appended as Annexure "E" to this report.

32. CONFIRMATION UNDER THE MATERNITY BENEFIT ACT, 1961

The Company confirms material compliance with the provisions relating to the Maternity Benefit Act, 1961.

33. COMPLIANCE WITH SECRETARIAL STANDARDS

The Company complies with all applicable Secretarial Standards issued by the Institute of Company Secretaries of India.

34. ACKNOWLEDGEMENT

Your Directors would like to express their sincere appreciation for the positive cooperation received from the Government of India, the Governments of various States in India, Financial Institutions and the Bankers. The Directors also wish to place on record their deep appreciation for the commitment displayed by all executives, officers, workers and staff of the Company, resulting in the successful performance during the year.

The Board also takes this opportunity to express its deep gratitude for the continued cooperation and support received from its valued shareholders.

The Directors express their special thanks to Mr. B. N. Kalyani, Chairman and Managing Director, for his untiring efforts for the progress of the Company.

For and on behalf of the Board of Directors

B. N. KALYANI

Chairman and Managing Director

DIN:00089380

Pune, May 07, 2026