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Bharat Forge Ltd Governance Information 2026

May 13, 2026

61415_rns_2026-05-13_f46873a7-3228-4d0d-ab5d-e4460fc4810f.pdf

Governance Information

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BHARAT FORGE

May 13, 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

Sub.: Annual Secretarial Compliance Report for the financial year ended March 31, 2026

Ref.: Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ('Listing Regulations')

Dear Sir / Madam,

Pursuant to the Regulation 24A of the Listing Regulations, please find enclosed herewith the Annual Secretarial Compliance Report of the Company for the financial year ended March 31, 2026 obtained from M/s. SVD & Associates, Practicing Company Secretaries, Pune.

Kindly take the same on record.

Thanking you,

Yours faithfully,

For Bharat Forge Limited,

TEJASWINI
RAMKRISHNA
CHAUDHARI
Digitally signed by
TEJASWINI
RAMKRISHNA
CHAUDHARI
Date: 2026.05.13
12:55:20 +05'30'

Tejaswini Chaudhari
Company Secretary and Compliance Officer
Membership No.: A18907
Encl.: As above

KALYANI
CIN L25209PN1961PLC012046
BHARAT FORGE LIMITED, MUNDHWA, PUNE 411 036, MAHARASHTRA, INDIA.
PHONE: +91 20 6704 2476 6704 2451 6704 2544 (Secretarial) Fax 020 2682 2163
Email: [email protected] WEBSITE: www.bharatforge.com


SVD & Associates
Company Secretaries
Office : No.5,Swastik Apartment, First Floor, Gulmohar Path, Near SNDT College, Erandvana, Pune-411004. Ph. : 020 2951 3730, 84840 35465 E-mail: [email protected] Web: www.svdandassociates.com

Secretarial Compliance Report of Bharat Forge Limited

For the Financial Year ended March 31, 2026

To,

Bharat Forge Limited
Mundhwa, Pune Cantonment, Pune-411036

We have conducted the review of the compliance of the applicable statutory provisions and the adherence to good corporate practices by Bharat Forge Limited bearing CIN: L25209PN1961PLC012046 (hereinafter referred to as the listed entity), having its registered office at Mundhwa, Pune Cantonment, Pune-411036 in terms of Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 as amended, read with SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026. Secretarial Review was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.

Based on our verification of the listed entity's books, papers, minutes books, forms and returns filed and other records maintained by the listed entity and also the information provided by the listed entity, its officers, agents and authorized representatives during the conduct of Secretarial Review, we hereby report that the listed entity has, during the review period covering the Financial Year ended on March 31, 2026 (the review period) complied with the statutory provisions listed hereunder in the manner and subject to the reporting made hereinafter:

We, SVD & Associates Company Secretaries, have examined:

a. all the documents and records made available to us and explanation provided by the listed entity
b. the filings/ submissions made by the listed entity to the stock exchanges
c. website of the listed entity
d. any other document/ filing, as may be relevant, which has been relied upon to make this certification.

SVD & Associates/ Bharat Forge Limited/ ASCR/ FY 2025-26
Page 1 of 11


for the year ended March 31, 2026 in respect of compliance with provisions of:

a. the Securities and Exchange Board of India Act, 1992 ("SEBI Act") and the Regulations, circulars, guidelines issued thereunder; and
b. the Securities Contracts (Regulation) Act, 1956 ("SCRA"), rules made thereunder and the Regulations, circulars, guidelines issued thereunder by the Securities and Exchange Board of India ("SEBI");

The specific Regulations, whose provisions and the Circulars/Guidelines issued thereunder have been examined, include:

a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
b. The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations);
c. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
d. The Securities and Exchange Board of India (Depositories and Participants) Regulations, 2018;
e. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018;
f. The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021;
g. The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 2025 regarding the Companies Act and dealing with client;
h. The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018; (not applicable to the listed entity during the review period)
i. The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021; (not applicable to the listed entity during the review period)

and Circulars/Guidelines/Standards issued thereunder;

Based on the above examination, we hereby report that, during the review period:

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SVD & Associates/ Bharat Forge Limited/ ASCR/ FY 2025-26


a. The listed entity has complied with the provisions of the above Regulations and circulars/ guidelines issued thereunder, except in respect of matters specified below:

Sr. No. 1
Compliance Requirement (Regulation/ Circulars/ Guidelines including specific clause) The listed entity shall give notice in advance of at least 3 (three) working days (excluding the date of intimation and the record date) to the recognised stock exchange(s) of the record date.
Regulation/ Circular No. Regulation 60 (2) of the Listing Regulations.
Deviations Delay in intimation of Record Date for the purpose of payment of interest on rated, listed, unsecured, redeemable, Non-Convertible Debentures (NCDs).
Action Taken by National Stock Exchange of India Limited (NSE)
Type of Action (Advisory/Clarification/Fine/Show cause Notice/Warning etc) NSE levied fine for the delay in intimation of record date vide notice dated April 30, 2026.
Details of Violation There was a delay by the listed entity in intimation of record date for the purpose of payment of interest on NCDs in the month of March 2026.
Fine Amount INR. 11,800 /- (Rupees Eleven Thousand, Eight Hundred Only) [inclusive of taxes]
Observations/ Remarks of the Practicing Company Secretary There was a delay by the listed entity in intimation of record date for payment of interest on NCDs (bearing ISIN: INE465A08038 and Security Code: BHFG27) to NSE where the NCDs are listed.
Management Response There was a delay in intimating the record date to NSE due to an inadvertent oversight in computation of the prescribed notice period (working days) under Regulation 60 (2).
Though there was a technical non-compliance on record date, there was no delay in payment of interest, and no prejudice was caused to any investor.
The delay was procedural in nature, inadvertent and neither wilful nor intentional.
Remarks The delay in intimation of the record date to NSE under Regulation 60(2) was procedural in nature. The listed entity ensured timely payment of interest to debenture holders. The management has informed that necessary steps have been taken to strengthen internal processes to ensure timely compliance. The fine levied by NSE has been duly paid.

SVD & Associates/ Bharat Forge Limited/ ASCR/ FY 2025-26
Page 3 of 11


b. The listed entity has taken the following actions to comply with the observations made in previous reports:

Sr. No. 1
Brief of the Observations/Remarks of the Practicing Company Secretary in previous report As clarified by the management, the appointment of Independent Director(s) was subject to prior approvals from the Ministry of Home Affairs (MHA) and the Department for Promotion of Industry and Internal Trade (DPIIT). The listed entity had applied for the requisite approvals and the appointments were made after receipt of such approvals. The non-compliance was consequential due to the delay in receipt of said approvals from MHA & DPIIT which was beyond the control of the listed entity.

Accordingly, BSE and NSE levied fines for non-compliance with the requirements relating to composition of the Board for the quarters ended September 30, 2024 and December 31, 2024. |
| Observations made in the secretarial compliance report for the year ended 2024-25 | March 31, 2025 |
| Compliance Requirement (Regulations/circulars/guidelines including specific clause) | At least half of the Board of Directors of the listed entity shall consist of Independent Directors. |
| Brief details of violation / deviations and actions taken / penalty imposed, if any, on the listed entity | During the Period between September 4, 2024 to December 30, 2024 there was imbalance in the composition of the Board of the listed entity due to completion of tenure of some of the Independent Directors and the listed entity was not able to appoint adequate number of Independent Directors on the Board in terms of Regulation 17 (1) of the Listing Regulations during this period. |
| Remedial actions, if any, taken by the listed entity | The Composition of Board has been duly complied with on December 30, 2024 and fine levied by BSE & NSE was paid by the listed entity within the prescribed time and the listed entity had applied for waiver of said fine levied in the quarter ended December 31, 2024. |
| Comments of the Practicing Company Secretary on the actions taken by the listed entity | The listed entity has duly complied with the requirements under Regulation 17 (1). Further, the waiver application made to the designated Stock Exchange has been rejected. |

SVD & Associates/ Bharat Forge Limited/ ASCR/ FY 2025-26


c. We hereby report that, during the review period the compliance status of the listed entity with the following requirements:

Sr. No. Particulars Compliance status Observations/ Remarks by PCS
1. Secretarial Standards:
The compliances of the listed entity are in accordance with the applicable Secretarial Standards (SS) issued by the Institute of Company Secretaries India (ICSI). Yes Nil
2. Adoption and timely updation of the Policies:
• All applicable policies under SEBI Regulations are adopted with the approval of board of directors of the listed entities
• All the policies are in conformity with SEBI Regulations and has been reviewed & timely updated as per the regulations/circulars/ guidelines issued by SEBI. Yes
Yes Nil
Nil
3. Maintenance and disclosures on Website:
• The listed entity is maintaining a functional website
• Timely dissemination of the documents/ information under a separate section on the website Yes
Yes Nil
Nil

SVD & Associates/ Bharat Forge Limited/ ASCR/ FY 2025-26


SVD & Associates/ Bharat Forge Limited/ ASCR/ FY 2025-26
Page 6 of 11

Sr. No. Particulars Compliance status Observations/ Remarks by PCS
• Web-links provided in annual corporate governance reports under Regulation 27(2) are accurate and specific which re-directs to the relevant document(s)/ section of the website Yes Nil
4. Disqualification of Director:
None of the Director of the listed entity are disqualified under Section 164 of the Companies Act, 2013 Yes Nil
5. Details related to Subsidiaries of listed entities:
a. Identification of material subsidiary companies
b. Requirements with respect to disclosure of material as well as other subsidiaries Yes
Yes Nil
Nil
6. Preservation of Documents:
The listed entity is preserving and maintaining records as prescribed under SEBI Regulations and disposal of records as per Policy of Preservation of Documents and Archival policy prescribed under the Listing Regulations. Yes Nil

SVD & Associates/ Bharat Forge Limited/ ASCR/ FY 2025-26
Page 7 of 11

Sr. No. Particulars Compliance status Observations/ Remarks by PCS
7. Performance Evaluation:
The listed entity has conducted performance evaluation of the Board, Independent Directors and the Committees at the start of every financial year as prescribed in SEBI Regulations. Yes Nil
8. Related Party Transactions:
a. The listed entity has obtained prior approval of Audit Committee for all Related party transactions

b. In case no prior approval obtained, the listed entity shall provide detailed reasons along with confirmation whether the transactions were subsequently approved/ratified/rejected by the Audit committee. | Yes
NA | Nil

The listed entity has obtained prior approval of the Audit Committee. |
| 9. | Disclosure of events or information:
The listed entity has provided all the required disclosure(s) under Regulation 30 along with Schedule III of the Listing Regulations within the time limits prescribed thereunder. | Yes | Nil |
| 10. | Prohibition of Insider Trading:
The listed entity is in compliance with Regulation 3(5) & 3(6) SEBI (Prohibition of Insider Trading) Regulations, 2015. | Yes | Nil |


SVD & Associates/ Bharat Forge Limited/ ASCR/ FY 2025-26
Page 8 of 11

Sr. No. Particulars Compliance status Observations/ Remarks by PCS
11. Actions taken by SEBI or Stock Exchange(s), if any:

No actions taken against the listed entity/ its promoters/ directors/ subsidiaries either by SEBI or by Stock Exchanges (including under the Standard Operating Procedures issued by SEBI through various circulars) under SEBI Regulations and circulars/ guidelines issued thereunder (or)

The actions taken against the listed entity/ its promoters/ directors/ subsidiaries either by SEBI or by Stock Exchanges are specified in the last column. | Yes | Nil |
| | | No | 1. Actions taken against the listed entity pursuant to SOP Non-compliance have been identified in ‘table a’ above.

  1. Due to non-compliances by another listed entity under common control of the Promoter(s) viz. BF Utilities Limited, the recognized Stock Exchange(s), pursuant to the procedure stipulated in Section VII-A, Para 6.6 of the SEBI Master Circular dated November 11, 2024 (the then applicable master circular), had directed the concerned depository to freeze the demat account of the Promoter & Director of the listed entity who is also a Promoter in the said BF Utilities Limited. |

SVD & Associates/ Bharat Forge Limited/ ASCR/ FY 2025-26
Page 9 of 11

Sr. No. Particulars Compliance status Observations/ Remarks by PCS
12. Resignation of statutory auditors from the listed entity or its material subsidiaries

In case of resignation of statutory auditor from the listed entity or any of its material subsidiaries during the financial year, the listed entity and/ or its material subsidiary (ies) has/ have complied with paragraph 6.1 and 6.2 of section V-D of chapter V of the Master Circular no. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026 on compliance with the provisions of the Listing Regulations by listed entities. | NA | There is no case of resignation of Statutory Auditor from the listed entity or its material subsidiaries during the review period. |
| 13. | No additional non-compliances observed:

No additional non-compliance observed for any of the SEBI regulation/circular/guidance note etc. except as reported above. | Yes | Nil |
| 14. | Disclosure about Employee Benefit Scheme Documents in terms of regulation 46 (2) (za) of the Listing Regulations:

As detailed in Paragraph 11, of section VI-L of chapter VI of the SEBI Master Circular no. HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026: | | |


Sr. No. Particulars Compliance status Observations/ Remarks by PCS
a. The scheme document has been uploaded on the website of the listed entity after obtaining shareholder approval as required under SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. NA The listed entity does not have a Share Based Employee Benefit Scheme in terms of the SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021 during the review period.
b. The documents uploaded on the website has minimum information disclosed to shareholders as per SEBI (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. NA
c. The rationale for redacting information from the documents and the justification as to how such redacted information would affect competitive position or reveal commercial secrets of the listed entity is placed before the Board of Directors for consideration and approval. NA

For SVD & Associates
Company Secretaries

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Sridhar Mudaliar
Partner
FCS No: 6156
C P No: 2664

Peer Review No: 6357/2025
UDIN: F006156H000289021

Place: Pune
Date: May 07, 2026

Note: This report is to be read with letter of even date by the Secretarial Auditors, which is annexed as Annexure A & forms an integral part of this report.

SVD & Associates/ Bharat Forge Limited/ ASCR/ FY 2025-26


ANNEXURE A

To,

Bharat Forge Limited

Mundhwa, Pune Cantonment, Pune-411036

Our Report of even date is to be read along with this letter.

Management’s Responsibility

  1. It is the responsibility of the management of the listed entity to maintain secretarial records, devise proper systems to ensure compliance with the provisions of all applicable laws and regulations and to ensure that the systems are adequate and operate effectively.

Our Responsibility

  1. Our responsibility is to report based upon our examination of relevant documents and information. This is neither an audit nor an expression of opinion.

Methodology

  1. We have relied on the documents and evidence provided physically and through electronic mode.

  2. Wherever required, we have obtained the management’s representation about the compliance of laws, rules and regulations and happening of events, etc.

Disclaimer

  1. This report is solely for the intended purpose of compliance in terms of Regulation 24A (2) of the Listing Regulations, 2015 and is neither an assurance as to the future viability of the listed entity nor of the efficacy or effectiveness with which the management has conducted the affairs of the listed entity.

  2. We have not verified the correctness and appropriateness of financial records and books of accounts of the listed entity.

For SVD & Associates
Company Secretaries

img-3.jpeg

Sridhar Mudaliar
Partner
FCS No: 6156
C P No: 2664

Peer Review No: 6357/2025
UDIN: F006156H000289021

Place: Pune
Date: May 07, 2026

SVD & Associates/ Bharat Forge Limited/ ASCR/ FY 2025-26