Bharat Gears Ltd

AGM results and governance actions

• Consolidated scrutinizer report issued for Bharat Gears Limited's 54th AGM held Aug 13, 2026, with remote e-voting.
• Remote e-voting ran Aug 10–12, 2026; AGM on Aug 13, 2026.
• Record date was Aug 6, 2026; total shareholders on record were 24,191.
• Dividend of Rs 1.00 per equity share declared for FY 2025-26.
• Executive Director-Operations appointment: Naresh Kumar Verma; Special resolution passed.
• Remuneration ratified for Cost Auditors M.K. Kulshrestha & Associates for FY 2026-27.
• Scrutinizer Rashmi Aswat; MUFG Intime India Private Limited provided e-voting services.
• Outcome: all resolutions passed with requisite majority; records to be uploaded on company and MUFG sites.
• Scrutinizer report issued on 14 Aug 2026.
• Authoritative notes: no material issues; data retained by Company Secretary.

MD passport update

• MD Surinder Kanwar's passport revocation appeal under the Passports Act was dismissed.
• Order dated July 23, 2026, was received by the MD on July 29, 2026.
• Disposed of without opportunity, contrary to Section 11(5) proviso.
• Mr. Kanwar intends to file a rectification/clarificatory/appropriate application.
• He remains mindful of fiduciary duties and will inform the Board promptly.
• Company will report material developments as required under applicable laws.
• No financial impact disclosed.

MD passport revocation update

• Appeal under Section 11 of the Passports Act was dismissed on July 23, 2026.
• Dismissal occurred without opportunity to represent, contrary to proviso to Section 11(5).
• Mr. Kanwar intends to file a rectification/clarificatory/appropriate application.
• He remains mindful of fiduciary duties and will inform the Board of material developments.
• The Company will inform regulators and stakeholders of material developments as required.

Dividend record date

• Record date fixed as August 6, 2026 for equity shares.
• Final dividend Rs 1.00 per share for FY 2025-26, subject to AGM.
• Physical holders: names in Register as of Aug 6, 2026.
• Electronic holders: beneficiaries on NSDL/CDSL BO statements as of Aug 6, 2026.

Dividend record date

• Record date for dividend is Aug 6, 2026, subject to AGM approval on Aug 13, 2026.
• Final dividend of Rs 1.00 per equity share for FY2025-26 if declared.
• For physical shares, entitlement on Aug 6, 2026; payment to registered holders.
• For electronic shares, payment to beneficiaries per NSDL/CDSL ownership as of Aug 6, 2026.
• Entitlement based on records as on Aug 6, 2026.

Financial highlights

• Total revenue/income: ₹79,050 Lakhs; YoY growth 21.60%.
• EBITDA: ₹5,859 Lakhs; EBITDA margin 7.47%.
• PAT: ₹1,650.41 Lakhs; PAT margin 3.00%; YoY growth 417.24%.
• EPS: ₹10.75 (basic and diluted).
• Domestic revenue ₹55,538 Lakhs; Exports ₹23,512 Lakhs; exports share 30%.
• Dividend proposed: ₹1.00 per share; payout ₹1.54 Crores.
• Year-end cash and cash equivalents: negative ₹3.00 Crores.
• Record date for dividend: 6 Aug 2026; payment by 12 Sep 2026.

Operations & strategy

• Launched sub-assemblies and ground bevel gears; honed gears and shafts.
• Ventured into EV products; exploring collaborations with EV OEMs.
• Dedicated manufacturing lines for key customers.
• PPA renewable energy: Faridabad plant, 3,640 kWp.
• FY25-26 turnover ₹790.50 Crores; expansion into EV and renewables.
• AI-based inspection and inline gauging to reduce rejections.
• Diversified customer base to reduce concentration risk.

Capital structure & liquidity

• Total borrowings ₹5,815.90 Lakhs; debt/equity 0.44.
• Net debt ₹4,905.22 Lakhs; cash balance negative.
• Undrawn facilities: cash credit ₹1,489.11 Lakhs; LC/guarantees ₹3,344.93 Lakhs.
• Equity shares outstanding: 15,355,058; paid-up capital ₹1,535.51 Lakhs.
• Dividend proposed: ₹1.00 per share; on 15,355,058 shares.

Governance & audits

• Statutory auditors Deloitte Haskins & Sells LLP; appointment to 2027.
• Secretarial auditors TVA & Co. LLP; MR-3; no qualifications.
• Naresh Verma appointed Executive Director-Operations; 5-year term with member approval.
• Sameer Kanwar JMD term not extended; ends 31 May 2026.
• Audit Committee reconstituted July 2025; Mangal, Kavita Jha, Kanwar inducted.
• Secretarial audit flagged retirement-by-rotation non-compliance (section 152(6)).

ESG & sustainability

• ESG governance at top level; inaugural ESG report published.
• 67% of manufacturing operations ISO 45001 certified.
• PPA renewable energy: Faridabad plant; 3,640 kWp.
• Code of Conduct training target: 100% by 2029-30.
• Energy intensity to fall 15% by 2029-30.
• ZLD by 2029-30; zero waste to landfill by 2034-35.

Outlook & risks

• Outlook: target ₹1,000 Crores revenue with EV focus.
• China-plus-one strategy supports diversified supplier base.
• Rising export capabilities to capture global opportunities.
• Risks: macro volatility, currency and commodity price movements.
• Mitigations: hedging, dual sourcing, cost optimization.

CSR & community

• CSR spend: ₹8.00 Lakhs in FY2025-26; three initiatives.
• Saksham Niveshak 100 Days program to improve folio integrity.
• CSR policy and governance documented; annual action plan approved.

AGM notice and accessibility

• Notice of 54th AGM on 13 August 2026 at 4:00 PM via VC/OAVM.
• Web-link with annual report details and exact path provided for members without registered emails.
• AGM notice and annual report accessible on BharatGears.com; cut-off date for email registration is 10 July 2026.
• SEBI KYC update required; physical holders to update PAN, address, mobile, bank details, and nomination.
• E-mail update is optional but encouraged to continue receiving information; contact investor@bglindia.com.

AGM notice and annual report access

• 54th AGM scheduled for 13 August 2026 at 04:00 PM IST via VC/OAVM.
• Annual Report for FY 2025-26 available on the company website with a direct PDF link.
• Web-links for AGM notice and Annual Report accessible on bharatgears.com.
• Cut-off date for non-registered email holders: 10 July 2026.
• KYC updation reminder for physical-holding shareholders; electronic payments may apply from 01 Apr 2024.
• RTA is MUFG Intime India Private Limited (formerly Link Intime India Private Limited).
• Letter signed by Prashant Khattry, Corporate Head (Legal) and Company Secretary.