Bharat Forge Ltd - M&A Activity 2025

B H A R A T F O R G E

March 20, 2025

To, BSE Surveillance BSE Limited P J Towers, Dalal Street Mumbai 4001 India

Scrip Code: 500493

To,

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.: Clarification/Confirmation on news item appearing in “www.thehindubusinessline.com”

Ref.: BSE email L/SURV/ONL/RV/AA/ (2024-2025)/ 179 dated March 20, 2025.

NSE letter no. NSE/CM/Surveillance/15284 dated March 20, 2025.

Dear Sir / Madam,

We refer to your email communication dated March 20, 2025 seeking responses from the Bharat Forge Limited (“ Company ”) to the queries raised by you regarding the news items under reference.

In response to the queries raised by you, we would like to submit our responses as follows:

The Company had signed the Definitive Contract on 17[th] October, 2024 for its proposed acquisition of 100% stake in AAM India Manufacturing Corporation Pvt Ltd. (“ Proposed Transaction ”).
The information regarding the Proposed Transaction was promptly disseminated to the Stock Exchanges on the same day as per the requirements under Regulation 30 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 (“LODR”) ( please see enclosed intimation letter ). The Proposed Transaction is already disclosed and there are no rumours.
Your good offices would kindly note from the aforesaid intimation letter to the Stock Exchanges, that the Proposed Transaction is subject to the receipt of approval from Competition Commission of India (“ CCI ”). Accordingly, post signing the Definitive Contract, Company had submitted the notice under the provisions of Competition Act, 2002 (“ Act ”) and the Competition Commission of India (Combinations) Regulations, 2024 (“ Combinations Regulations ”) seeking the

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CIN L25209PN1961PLC012046 BHARAT FORGE LIMITED, MUNDHWA, PUNE 411 036, MAHARASHTRA, INDIA. Phone : + 91 20 6704 2476 / 6704 2850 (Secretarial) Fax : 020 2682 2163 Email : [email protected] Website : www.bharatforge.com

B H A R A T F O R G E

aforesaid approval from CCI. The Company has been complying with/fulfilling the due process prescribed under the Act, and also has been diligently addressing the various information requests of CCI, from time to time.

As part of the ongoing assessment by CCI, and pursuant to its directions, the Company has made newspaper publications in all India editions of 4 national newspapers, namely Mint, the Indian Express, the Financial Express and Hindustan Times ( please find attached copy of a sample publication ).
While we hereby reconfirm that the requirement under the LODR has been duly complied by the Company, we are not aware of reasons for the said movement in the trading stocks of the Company.
Apart from the aforesaid assessment of the Proposed Transaction pending before CCI (which is mandated under the Act itself), there has been no regulatory / legal proceedings against the Company in connection with the aforesaid Proposed Transaction.

We sincerely trust the aforesaid information suffices your recent queries dated 20[th] March, 2025.

Please let us know if you need any further clarification / information from us.

Thanks & regards,

TEJASWINI Digitally signed by TEJASWINI RAMKRISHNA RAMKRISHNA CHAUDHARI Date: 2025.03.20 15:02:21 CHAUDHARI +05'30' Tejaswini Chaudhari Company Secretary & Chief Compliance Officer Bharat Forge Limited

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B H A R A T F O R G E

October 17, 2024

To, BSE Limited, National Stock Exchange of India Limited 1st Floor, New Trading Ring, ‘Exchange Plaza’, Rotunda Building, P.J. Towers, Bandra-Kurla Complex, Bandra (East) Dalal Street, Fort, Mumbai- 400 051 Mumbai - 400 001 Symbol: BHARATFORG BSE SCRIP CODE – 500493 Series: EQ

Dear Sir,

Sub.: Acquisition of AAM India Manufacturing Corporation Private Limited by Bharat Forge Limited

Ref: Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

We wish to inform you that Bharat Forge Limited has entered into a Share Purchase Agreement ( “SPA” ) for the acquisition of 100% shareholding in AAM India Manufacturing Corporation Private Limited ( “AAMIMCPL” ), a leading manufacturer of Axles for Light, Medium and Heavy Commercial Vehicles in India. The scope of the transaction includes AAMIMCPL’s CV Axle business with its manufacturing assets in Pune and Chennai, India along with the Pune Engineering & Development Centre (“ Retained Business” ). The completion of acquisition shall be subject to fulfilment of conditions precedent and in accordance with the terms agreed upon in the SPA as well as the requisite regulatory approvals.

The Press Release being issued by the Company in this regard is enclosed as Annexure “A”.

The details as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. SEBI/HO/CFD/CFD-PoD1/P/CIR/2023/123 dated July 13, 2023, are also enclosed in Annexure “B”.

Kindly take the same on record.

Thanking you.

Yours faithfully, For Bharat Forge Limited TEJASWINI Digitally signed by TEJASWINI RAMKRISHNA RAMKRISHNA CHAUDHARI Date: 2024.10.17 13:59:27 CHAUDHARI +05'30' Tejaswini Chaudhari Company Secretary & Compliance Officer

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

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P R E S S R E L E A S E

Bharat Forge enters into a Definitive Agreement to acquire AAM India Manufacturing Corporation Private Limited, a leading supplier of axle products for light, medium and heavy-duty commercial trucks and passenger buses.

Pune, 17 October 2024 : Bharat Forge Limited (BSE: 500493, NSE: BHARATFORG, today announced that it has entered into a definitive agreement to acquire AAM India Manufacturing Corporation Private Limited ("AAMIMCPL"), a subsidiary of American Axle & Manufacturing Holdings, Inc. (AAM), (NYSE: AXL), at an enterprise value of Rs. 5,445.30 million, subject to closing adjustments.

Established in 2008, AAMIMCPL is a leading manufacturer of axles for light, medium and heavy-duty commercial trucks and passenger buses in India. With this transaction, the company will acquire commercial vehicles axle business of AAMIMCPL in Pune (India) and Chennai (India) along with the Pune Engineering and Development Center. The transaction is subject to approval from the Competition Commission of India (CCI) and will close only after receiving the CCI’s approval and upon fulfilment of other customary closing conditions.

Mr. Amit Kalyani, Vice Chairman & Jt. Managing Director, Bharat Forge Limited

commented “We are delighted to welcome the AAMIMCPL team to the Bharat Forge family. We look forward to relying on their technical expertise and existing relationships with various industry players to further scale-up the business over the medium to long term.

AAMIMCPL’s acquisition, when completed, will be a significant milestone in our transformational journey of adding product solutions to our repertoire on the vehicle component side. This transaction will enable BFL to get into a new business for manufacturing of products.”

“The strategic decision to sell our commercial vehicle axle business in India enables us to strengthen our focus on ICE, hybrid and full electric passenger vehicle, pickup truck/SUV, and van applications globally and provides additional financial flexibility,” said David C. Dauch, AAM Chairman and Chief Executive Officer . “We are committed to collaborating with Bharat Forge to execute this agreement efficiently and support the continuity of supply from these facilities to customers during the ownership transition.”

The transaction is subject to customary closing conditions, including the receipt of regulatory approvals.

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About Bharat Forge

Bharat Forge Limited (BFL), a Pune-based Indian multinational, is a technology driven global leader in providing high performance, innovative safety critical components and solutions for several sectors including automotive, power, oil and gas, construction & mining, rail, marine, defense and aerospace. BFL has presence across 18 manufacturing locations in five countries with the largest repository of metallurgical knowledge and offers full service supply capability to its geographically dispersed marquee customers from concept to product design, engineering, manufacturing, testing and validation. To learn more, visit www.bharatforge.com

Media Contact:

Bhakti Sharma - Email: [email protected] | Contact: +91 70309 42840 Arun Thankappan - Email: [email protected] | Contact: +91 99308 60706

B H A R A T F O R G E

Annexure B

Disclosure of information pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 read with SEBI Circular No. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123 dated July 13, 2023

a)	Name of the target entity, details in brief such as size, turnover etc.	Name: AAM India Manufacturing Corporation Private Limited (“AAMIMCPL”) Address:GAT No. 787 & 788, Hunga Village Parner Taluk, Ahmednagar, Maharashtra 414301. Authorized Capital:Rs. 593,50,00,000 divided into 59,35,00,000 equity shares of Rs. 10/- each. Issued, Subscribed & Paid-up Capital: Rs. 527,14,00,090 divided into 52,71,40,009 equity shares of Rs. 10/- each. Turnover for FY 2023-24: Rs. 1,585.86 crore (Out of which Rs. 1,383.79 crore is attributable to the Retained Business)
b)	Whether the acquisition would fall within related party transaction(s) and whether the promoter/ promoter group/ group companies have any interest in the entity being acquired? If yes, nature of interest and details thereof and whether the same is done at“arm’s length”;	No. The promoter/ promoter group have no interest in AAMIMCPL.
c)	Industry to which the entity being acquired belongs;	Axles for Light, Medium and Heavy Commercial Vehicles (including passenger buses) in India.
d)	Objects and effects of acquisition (including but not limited to, disclosure of reasons for acquisition of target entity, if its	This transaction will enable BFL to expand its increase its customer base and expand its manufacturing presence in India.

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	business is outside the main line of business of the listed entity);
e)	Brief details of any governmental or regulatory approvals required for the acquisition;	Currently approval of the Competition Commission of India (CCI) is envisaged.
f)	Indicative time period for completion of the acquisition;	120 days from the date on which approval from the CCI is received.
g)	Nature of consideration - whether cash consideration or share swap and details of the same;	Cash consideration.
h)	Cost of acquisition or the price at which the shares are acquired;	Acquisition of 100% stake in of AAMIMCPL is being done at enterprise valuation of Rs 544.53 Crore, subject to adjustments on closing.
i)	Percentage of shareholding / control acquired and / or number of shares acquired;	100% equity shareholding.
j)	Brief background about the entity acquired in terms of products/line of business acquired, date of incorporation, history of last 3 years turnover, country in which the acquired entity has presence and any other significant information (in brief);	AAMIMCPL is an Indian Company incorporated on March 14, 2008. AAMIMCPL, having its manufacturing set-up near Pune and in Chennai, is engaged in the business of manufacturing Axles for Light, Medium and Heavy Commercial Vehicles (including passenger buses) in India. The turnover of the acquiree entity for past 3 years is as follows: i. For FY 23-24: Rs. 1,585.86 crore (Out of which Rs. 1,383.79 crore is attributable to the Retained Business) ii. For FY 22-23: Rs. 1,294.27 crore (Out of which Rs. 1,088.04 crore is attributable to the Retained Business) iii. For FY 21-22: Rs. 999.34 crore (Out of which Rs. 882.26 crores is attributable to the Retained Business)

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Bharat Forge Ltd M&A Activity 2025

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B H A R A T F O R G E

Symbol: BHARATFORG

B H A R A T F O R G E

Sub.: Acquisition of AAM India Manufacturing Corporation Private Limited by Bharat Forge Limited

Ref: Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Mr. Amit Kalyani, Vice Chairman & Jt. Managing Director, Bharat Forge Limited

About Bharat Forge

Media Contact:

Annexure B

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Bharat Forge Ltd — M&A Activity 2025

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B H A R A T F O R G E

Symbol: BHARATFORG

B H A R A T F O R G E

Sub.: Acquisition of AAM India Manufacturing Corporation Private Limited by Bharat Forge Limited

Ref: Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015

Mr. Amit Kalyani, Vice Chairman & Jt. Managing Director, Bharat Forge Limited

About Bharat Forge

Media Contact:

Annexure B

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