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Bharat Forge Ltd Capital/Financing Update 2026

Feb 2, 2026

61415_rns_2026-02-02_e0bbbc82-8b9e-432e-b006-5ad00951c7f9.pdf

Capital/Financing Update

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B H A R A T F O R G E

February 2, 2026

To, BSE Limited Corporate Relations Department Phiroze Jeejeebhoy Towers Dalal Street, Fort, Mumbai 400 001 Maharashtra, India Scrip Code: 500493

National Stock Exchange of India Limited

Listing Department Exchange Plaza, Plot No. C/1, G Block Bandra Kurla Complex, Bandra (East) Mumbai 400 051, Maharashtra, India Symbol: BHARATFORG

Dear Sir/ Madam,

Subject: Intimation under Regulation 30 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended (“Listing Regulations”)

Pursuant to Regulation 30 of the Listing Regulations, this is to inform you that Bharat Forge Limited (“Company”), 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, have entered into Securities Subscription Agreement (SSA) and Shareholders Agreement (SHA) (“Definitive Transaction Agreements”) with PI Opportunities Fund I Scheme II (“Investor”) on February 2, 2026.

Under the terms of the Definitive Transaction Agreements, Investor has agreed to subscribe to, and JS Auto has agreed to offer, issue, and allot Equity Shares and Compulsorily Convertible Preference Shares (“CCPS”), subject to the terms and conditions mentioned therein (“Proposed Transaction”) resulting in the Investor acquiring 23% stake in JS Auto on a fully diluted basis.

The details as required under Regulation 30 of the Listing Regulations read with SEBI Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated 30[th] January 2026 (“Disclosure Circular”) is enclosed herewith as Annexure – A.

We request you to kindly take the same on record.

Thanking you,

Yours faithfully, For Bharat Forge Limited

TEJASWINI Digitally signed by TEJASWINI RAMKRISHNA RAMKRISHNA CHAUDHARI Date: 2026.02.02 13:51:53 CHAUDHARI +05'30' Tejaswini Chaudhari Company Secretary & Compliance Officer Membership No.: A18907

Encl.: as above

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BHARAT FORGE LIMITED, MUNDHWA, PUNE 411 036, MAHARASHTRA, INDIA. PHONE: + 91 20 6704 2476 6704 2777 (Secretarial) Fax 020 2682 2163 CIN L25209PN1961PLC012046 Email: [email protected] WEBSITE: www.bharatforge.com

B H A R A T F O R G E

Annexure A

Disclosure of information pursuant to Regulation 30 read with Schedule III of the Listing Regulations and Disclosure Circular

Clause A (1)(1.4) of the Disclosure Circular

Particulars Details Details
the amount and percentage of the turnover
or revenue or income and net worth
contributed by such unit or division or
undertaking or subsidiary or associate
company of the listed entity during the last
financial year
As on March 31, 2025
Amount
(INR
in
crores)
%
contribution
to
BFL
consolidated
financials
697.07
4.61%
231.76
2.51%
JS Auto As on March 31, 2025
Amount
(INR
in
crores)
%
contribution
to
BFL
consolidated
financials
Income 697.07 4.61%
Net worth 231.76 2.51%
date on which the agreement for sale has
been entered into
Definitive
Transaction
Agreements
executed
on
February
02,
2026
(“Agreement Date”).
the expected date of completion of
sale/disposal
The Proposed Transaction is expected to
be completed by March 31, 2026, subject
to
completion
of
closing
conditions
stipulated in the Definitive Transaction
Agreements and as mutually agreed
between the aforesaid parties from time to
time.
consideration
received
from
such
sale/disposal
Around
INR
300,00,00,000/-
(Indian
Rupees Three Hundred crores), to be
received by JS Auto in relation to the issue
and allotment of Equity Share and
Compulsory
Convertible
Preference
Shares (CCPS) of JS Auto to the Investor
as part of the Proposed Transaction.
brief details of buyers and whether any of
the buyers belong to the promoter/
promoter group/group companies. If yes,
details thereof
PI Opportunities Fund I Scheme II (an
Alternative
Investment
Fund
(AIF)
managed by PI Investment Advisory LLP)
is an affiliate of Premji Invest Group,
making substantial investments in growing
Indian companies, with a focus on
technology,
finance,
and
consumer
sectors,
funding
the
Azim
Premji
Foundation.

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BHARAT FORGE LIMITED, MUNDHWA, PUNE 411 036, MAHARASHTRA, INDIA. PHONE: + 91 20 6704 2476 6704 2777 (Secretarial) Fax 020 2682 2163 CIN L25209PN1961PLC012046 Email: [email protected] WEBSITE: www.bharatforge.com

B H A R A T F O R G E

Particulars Details
Investor does not belong to the promoter /
promoter group / group companies.
whether the transaction would fall within
related party transactions? If yes, whether
the same is done at“arm’s length
No, the Investor is not a related party.
whether the sale, lease or disposal of the
undertaking
is
outside
Scheme
of
Arrangement? If yes, details of the same
including compliance with regulation 37A
of LODR Regulations
NA
additionally, in case of a slump sale,
indicative
disclosures
provided
for
amalgamation/merger, shall be disclosed
by the listed entity with respect to such
slump sale
NA

Clause A (5A) of the Disclosure Circular

  • Particulars Details if the listed entity is a party to the As on the date of this disclosure: agreement, 1. J S Auto Cast Foundry India Private 1. details of the counterparties (including Limited, - Step down wholly owned name and relationship with the listed subsidiary of the Company; entity); 2. BF Industrial Solutions Limited - Wholly owned subsidiary of the Company; and

    1. PI Opportunities Fund I Scheme II - Not related to the Company.
  • if listed entity is not a party to the NA agreement 1. name of the party entering into such an agreement and the relationship with the listed entity;

    1. details of the counterparties to the agreement (including name and relationship with the listed entity);
    1. date of entering into the agreement purpose of entering into the agreement To record the terms of the Proposed Transaction and to set out inter ‑ se

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BHARAT FORGE LIMITED, MUNDHWA, PUNE 411 036, MAHARASHTRA, INDIA. PHONE: + 91 20 6704 2476 6704 2777 (Secretarial) Fax 020 2682 2163 CIN L25209PN1961PLC012046 Email: [email protected] WEBSITE: www.bharatforge.com

B H A R A T F O R G E

Particulars Details
shareholder
rights
and
obligations,
including governance, information rights,
transfer restrictions, and certain ancillary
covenants undertaken by the Company/JS
Auto/ BFISL to facilitate the Proposed
Transaction.
shareholding, if any, in the entity with
whom the agreement is executed
As on the date of this disclosure:
1. 100% in BFISL;
2. 100% in JS Auto through BFISL;
3. NIL in Investor.
significant terms of the agreement (in brief) Customary
provisions
including
the
following:
1. Non-compete - Not to undertake/
engage in the ferrous casting business
in India except through JS Auto.
However, business opportunities can
be explored / undertaken outside India
on rejection of the same by JS Auto
board of directors.
2. Restrictions on transfer/ disposal of
shares in BFISL by the Company.
3. Structured
and
customary
exit
mechanism exercisable upon specific
triggers.
4. Indemnity
extent and the nature of impact on
management or control of the listed entity
Nil
details and quantification of the restriction
or liability imposed upon the listed entity
As mentioned in‘Significant terms’above.
whether, the said parties are related to
promoter/promoter
group/
group
companies in any manner. If yes, nature of
relationship
BFISL (wholly owned subsidiary of the
Company) and JS Auto (step down wholly
owned subsidiary of the Company) are
related parties. Investor is not a related
party.
whether the transaction would fall within
related party transactions? If yes, whether
the same is done at “arm’s length
The Proposed Transaction does not fall
within
the
ambit
of
related
party
transactions at the time of execution.

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BHARAT FORGE LIMITED, MUNDHWA, PUNE 411 036, MAHARASHTRA, INDIA. PHONE: + 91 20 6704 2476 6704 2777 (Secretarial) Fax 020 2682 2163 CIN L25209PN1961PLC012046 Email: [email protected] WEBSITE: www.bharatforge.com

B H A R A T F O R G E

Particulars Details
in case of issuance of shares to the
parties, details of issue price, class of
shares issued
Proposed Transaction involves issuance
of CCPS and equity share, aggregating to
around INR 300,00,00,000 (Rupees Three
Hundred Crore only).
any other disclosures related to such
agreements, viz., details of nominee on
the board of directors of the listed entity,
potential conflict of interest arising out of
such agreements, etc.
NA
in case of rescission, amendment or
alteration, listed entity shall disclose
additional details to the stock exchange(s):
NA

Clause B (11) of the Disclosure Circular

Particulars Details
name of party for which such guarantees
or indemnity or surety was given
Company being the ultimate parent
company of JS Auto (through BFISL), has
provided customary indemnity to Investor
on behalf of JS Auto and BFISL.
whether the promoter/ promoter group/
group companies have any interest in this
transaction? If yes, nature of interest and
details thereof and whether the same is
done at “arm’s length”
The promoter/ promoter group/ group
companies do not have any interest in this
transaction.
brief details
of
such
guarantee
or
indemnity or becoming a surety viz. brief
details of agreement entered (if any)
including significant terms and conditions,
includingamount ofguarantee
Indemnity
provisions
under
the
agreement(s)
includes
customary
indemnity
provided
for
share
title,
business warranties, etc.
impact of such guarantees or indemnity or
surety on listed entity
The customary indemnity has been
provided by the Company on behalf of JS
Auto /BFISL which is part of the
consolidated group. At this point, there is
no impact on the Company.

==> picture [46 x 45] intentionally omitted <==

BHARAT FORGE LIMITED, MUNDHWA, PUNE 411 036, MAHARASHTRA, INDIA. PHONE: + 91 20 6704 2476 6704 2777 (Secretarial) Fax 020 2682 2163 CIN L25209PN1961PLC012046 Email: [email protected] WEBSITE: www.bharatforge.com