Bharat Forge Ltd

The financial performance of the Company on a standalone and consolidated basis for the Financial Year ended March 31, 2025, as compared with the previous year is summarised below:

In ' Million

The Board, in its meeting held on February 12, 2025, declared an interim dividend of '2.50/ per equity share (i.e. 125%) of the face value of '2/ each aggregating to '1,195.22 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 '6.00/ per equity share (i.e. 300%) of the face value of '2/ each. The final dividend on equity shares, if approved by the members at the ensuing Annual General Meeting ('the AGM"), would involve a cash outflow of '2,868.53 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 4, 2025.

Pursuant to Regulation 43A of 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/DividendDistributionPolicy.pdf

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

During the year under review, the Company does not propose to transfer any amount to the General Reserve. An amount of ' 81,776.78 million is proposed to be retained as surplus in the Profit and Loss account.

FY 202425 saw the Indian economy clock an impressive 6.5% growth per provisional estimates. Despite a slowdown in government capex during the 1^st half of the year due to elections, the economy showed remarkable resilience. With the Consumer Price Index easing in the second half of the Financial Year the Reserve Bank commenced its ratecutting cycle. On the exports front, demand in Europe was subdued throughout the year as economic recovery remained anaemic. In the background of the challenging conditions, your Company on a standalone basis clocked a revenue of ' 88,437.30 million in the financial year 202425 registering a mild degrowth of (1.4)% YoY. On a consolidated basis, the Company, its subsidiaries and joint venture companies achieved total revenue of ' 151,228 million as against ' 156,821 million, a decrease of 3.6% YoY.

During the fiscal, your Company also concluded an equity fund raise of ' 1,650 crore in December 2024. The amount raised was used to retire debt in some of our subsidiaries and a portion of it also remains earmarked for the acquisition of AAM India Manufacturing Corporation Private Limited.

Automotive Market: The domestic economy gained momentum in the 2^nd half of the year, driven by a pickup in government capex post elections. Despite a slow start to the year, Passenger Vehicles (TV”) registered growth while Commercial Vehicles (“CV”) sales saw a slight decline. The year 202425 saw the turnover from Domestic Passenger vehicle business scale ' 3,622 million registering a 21% YoY growth, thanks to new customer acquisition and product additions. The product premiumisation trend witnessed in the PV business continued with Utility Vehicle sales now accounting for 65% of the PV sales in 202425.

The domestic CV industry saw a slight decline as the trucks segment saw slower growth due to a backend government capex spend in the fiscal gone by. Meanwhile bus segment clocked strong performance as State Transport Undertaking placed more orders. The CV OEMs have seen record profitability in terms of EBITDA margins in FY202425 driven by efficiency in operational expenditure. 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.

Industrial: The Industrial business registered a growth of 4% to reach ' 23,273 million during the financial year 202425. A large part of the growth was due to the supply of components and fully built guns for the export orders won by Kalyani Strategic Systems Limited (“KSSL”) (whollyowned subsidiary) in the financial year 202223. Your Company's defence business is likely to see good traction due to a wide product portfolio across Artillery Guns, Protected Vehicles, Shells and Naval utility products. Our inhouse IP ownership helps us stand apart in the industry landscape. We target applications where white spaces exist. Through our Product engineering capabilities, we try to provide solutions for these unmet needs. This allows us to have a versatile product portfolio with good potential for export. As military budgets expand globally, companies like KSSL are likely to see more opportunities emerge on the horizon.

Your Company's nondefence industrial business has offerings across sectors like construction and mining, renewables, sugar, cement and Power. Your Company has always focused on products built for criticaluse cases, allowing it to enjoy some premium in pricing.

Our Ferrous Casting business under JS Autocast had revenue of ' 6,971 million in FY202425 registering strong growth of 22.8% YoY. EBITDA margin at 14.9% expanded to 140 bps in FY25. JSA has a strong presence in wind energy, hydraulics, earth moving, offhighway. Its total liquid metal capacity stands at 1,30,000 MTPA. JSA has gradually expanded its reach to Commercial Vehicles and Passenger Cars segments adding to the diversification of the revenue stream. During the year, JSA undertook numerous debottlenecking projects, expedited new product development and streamlined operations to optimise cost. To increase valueadd, JSA has augmented its Machining capacity in the year gone by.

Your Company entered into an agreement to acquire 100% interest in the axles business and the Design Centre located at Pune of AAM India Manufacturing Corporation Private Ltd. This transaction is another step in our endeavour to transform your Company from a component supplier to a manufacturer of assemblies/products. The transaction is expected to close in H1FY26.

Automotive Market: The Company saw some contractions in exports during the year. Europe's economic woes had a cascading impact on automobile demand in the continent. We expect the automobile demand in Europe to recover from the lows seen in CY24. This recovery could be aided by increased capex spending by various member countries which is likely to give some support to the European CV industry.

Our North American CV business witnessed growth in FY25 despite flat volumes for the Class 8 truck market. This performance is another indicator of the resilience of your Company's automotive business. However, the recent trade policy changes by the United States of America have resulted in an additional layer of uncertainty. These are likely to further accentuate inflationary pressures in the US pushing overall CV and PV industry volumes lower. Your Company continues to engage with all its customers to minimise the impact of these disruptions and maintain its market share in the segments it operates in.

Coming from alltime revenue in FY24, the Passenger Car business overcame various challenges like sluggish European demand, modelspecific weakness in Latin America, Asia and internal operational issues. Despite all these odds, we clocked a revenue of ' 11,167 million representing a 12% degrowth YoY. However, in the near future, the US tariffs are likely to cause supply chain disruptions and push up inflation. We expect this could curb discretionary consumption resulting in deferment of vehicle purchases in North America in the short run. This could impact our PV export business and result in lower sales.

Industrial: The Industrial export business grew 3% in FY25 to reach ' 15,962 million in revenue. Though the headline numbers may be marginally positive, the underlying story offers a lot of consolation. Oil & Gas business came back after a tough period in FY24. In FY25, this segment recorded revenue of ' 3,991 million, implying a 27% YoY growth. Aerospace closed the year with record revenues of ' 2,407 million registering a 13% YoY growth. Construction & Mining faced headwinds as demand plateaued out vs FY24. Our strategy on the Industrial side has been to diversify across sectors to create multiple levers of growth. This has also helped minimise the impact of individual sectoral volatility on the Industrial BU's performance.

As we close the financial year 202425, the recent changes to trade policy in the United States and the protectionist posture adopted by various nations is likely to cause disruptions. This may lead to shortterm pain on topline as well bottomline performance in FY26. At the same time, newer avenues of growth may also open up. With OEMs on the lookout to futureproof their supply chains, Bharat Forge stands a good chance to gain foothold in sectors hitherto untapped by us.

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

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. AOC2 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/RPTpolicy.pdf

The list of Related Party Transactions entered into by your Company for the Financial Year 202425 (on a consolidated basis) is available on the Company's website at: https://www.bharatforge.com/investors/corporategovernance/ relatedpartytransactions

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

Your Company has established an Assurance Office (Internal Audit and Assurance) which handles Internal Audit (in addition to Internal Audit done by external agency), Risk Management and Investigations under Whistle Blower 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 riskbased 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 business objectives of the Company which 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.

The Company has a robust Enterprise Risk Management (“ERM”) framework comprising risk governance structure and defined risk management processes. The Company's ERM cycle comprises four stages i.e. identification of risk, its evaluation, framing of mitigation plans, and regular monitoring of risks and 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, ViceChairman and Joint Managing Director at periodic review meetings. Subsequently, Risk Owners and appropriate review forums are identified for each of the risks and metrics are developed for monitoring and reviewing the risk mitigation efforts.

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

company

There are no adverse material changes or commitments that occurred after March 31, 2025, which may affect the financial position of the Company or may require disclosure.

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

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

During the year, the Company successfully raised ' 16,500 million by way of fresh equity issue through Qualified Institutions Placement (QIP). The proceeds of the QIP issue have been utilised for repayment/prepayment of outstanding borrowings availed by certain subsidiaries, proposed acquisition of AAM India Manufacturing Corporation Private Limited, and for other general corporate purposes, as per details disclosed in the Placement Document for the Issue.

Pursuant to the QIP Issue, the issued, subscribed and paidup equity share capital of the Company stood at ' 956,177,264 divided into 478,088,632 equity shares of the face value of ' 2/ each. The funds were utilised for the purpose for which they were raised, and there were no deviations or variations in the utilisation.

During the year under review, the Company has not issued shares with differential voting rights nor has granted any stock options or sweat equity. As on March 31, 2025, none of the Directors of the Company hold any instruments convertible into equity shares of the Company.

During the financial year 202425, the Company undertook the following actions in relation to its outstanding NonConvertible Debentures (NCDs):

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

Subsequently, on April 17, 2025, the Company redeemed 2,000 rated, listed, unsecured, redeemable NCDs of face value '1 million each, bearing a coupon rate of 5.80% per annum, aggregating to '2,000 million.

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 the 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.

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 website of the Company at the link: https://www.bharatforge.com/investors/ shareholdersinformation/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 202425. The newspaper advertisement stating the same has also been published in Loksatta, Marathi, Pune, and Business Standard All Editions newspapers on June 8, 2024, and, in Loksatta, Marathi, Pune, and Financial Express All Editions newspapers on September 7, 2024.

15. annual return

In accordance with Sections 92(3) read with 134(3)(a) of the Act, the extract of the Annual Return of the Company for the financial year 202425 is available on the website of the Company at https://www.bharatforge.com/investors/ shareholdersinformation/AnnualReturn

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 202425.

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, 2025, 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, 2025, 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.

In terms of the provisions of the Act and the Articles of Association of the Company, Mr. Subodh Tandale (DIN: 00266833), Director of the Company, retires by rotation at the ensuing AGM 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 64^th AGM of the Company.

a. The members, vide Postal Ballot, approved the reappointments of Mr. Amit Kalyani (DIN: 00089430) as Wholetime Director designated as “ViceChairman and Joint Managing Director” for another term of 5 (five) consecutive years commencing from May 11, 2024 till May 10, 2029 (both inclusive), and Mr. Dipak Mane (DIN: 01215889) as NonExecutive Independent Director for the second term of 5 (five) consecutive years from June 21, 2024 up to June 20, 2029 (both days inclusive).

b. Mr. Murali Sivaraman (DIN: 01461231) ceased to be an Independent Director of the Company upon completion of his term of 5 (five) consecutive years with effect from the closure of business hours on June 20, 2024.

c. The members at its 63^rd AGM held on August 9, 2024 approved the appointment of Mr. Anand Pathak (DIN: 01529308) as NonExecutive Independent Director of the Company, for a term of 5 (five) consecutive years with effect from July 12, 2024 to July 11, 2029 (both days inclusive).

d. Mr. Prataprao G Pawar (DIN: 00018985), Mrs. Lalita D. Gupte (DIN: 00043559), Mr. P.H Ravikumar (DIN: 00280010) and Mr. Vimal Bhandari (DIN: 00001318) ceased to be the Independent Directors of the Company upon completion of their second term of 5 (five) consecutive years with effect from the closure of business hours on September 3, 2024.

e. The members, vide Postal Ballot, approved the appointment of Ms. Rashmi Joshi (DIN: 06641898) and Mr. Ravi Kapoor as NonExecutive Independent Director of the Company, for a term of 5 (five) consecutive years with effect from December 30, 2024 to December 29, 2029 (both days inclusive).

f. The Board at its meeting held on May 8, 2025, approved the reappointment of Mr. K.B.S. Anand (DIN: 03518282) and Ms. Sonia Singh (DIN: 07108778) as NonExecutive Independent Directors for the second term of 5 (five) consecutive years from June 27, 2025 up to June 26, 2030 (both days inclusive), subject to the approval of members sought by way of Postal Ballot notice dated May 8, 2025.

The Company has received the necessary declarations from each Independent Director in accordance with Section 149(7) of the Act and Regulations 16(1)(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(1)(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 of the integrity, expertise, and experience of all Independent Directors on the Board.

The Board met 6 (six) times during the year. Also, a separate meeting of Independent Directors as prescribed under Schedule IV of the Act, was held during the year under review. The details of meetings of the Board of Directors are provided in the Report on Corporate Governance that forms part of this Annual Report. The intervening gap between the meetings was within the period prescribed under the Act.

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

The Chairman of the Board had oneonone meetings with the Independent Directors to obtain the Directors' inputs on the effectiveness of the Board/Committee processes. The Board and the NRC reviewed the performance of Individual Directors on the basis of criteria such as the contribution of the individual Director to the Board and Committee Meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

The Company regularly provides orientation and business overviews to its Directors by way 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 domestic and global business of the Company. Besides this, the Directors are regularly updated about 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/BFLFamiliarisation%20Programme%20for%20 Independent%20Directors%2012.02.2025.pdf

In accordance with the Listing Regulations, the Business Responsibility and Sustainability Report (BRSR) forms a part of this 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 BRSR Core Indicators from KPMG Assurance and Consulting Services LLP on a standalone basis.

A statement showing 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.

Director fees of GBP 100,000 each from Bharat Forge International Limited, U.K. for the financial year 202425 is payable to Mr. B. N. Kalyani and Mr. Amit Kalyani.

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 Nonexecutive Directors have been provided in the Corporate Governance Report forming part of this Annual Report. The Policy is also available on the Company's website at: https://www.bharatforge.com/assets/pdf/corporateGovernance/NRCPolicy.pdf

The Company is committed to maintaining 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 Practicing Company Secretary regarding compliance with the conditions of corporate governance as stipulated under the Listing Regulations form part of this Annual Report. The Chairman and Managing Director and the Chief Financial Officer of the Company have certified to the Board on 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, 2025.

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

a) Deregistration of Kalyani Strategic Systems Australia Pty Ltd (“KSSL Australia”), a stepdown subsidiary of the Company has been duly approved by the Australian Securities and Investments Commission (ASIC) and KSSL Australia has been deregistered with effect from May 26, 2024.

b) Kalyani Strategic Systems Limited (“KSSL”), a whollyowned subsidiary of the Company has been granted the defence licence by the Department for Promotion of Industry & Internal Trade under The Industries (Development and Regulation) Act, 1951, for the manufacture of various defence products at its Jejuri unit.

c) The Company in its meeting held on August 8, 2024 approved the closure of Indigenous IL Limited, a nonoperational whollyowned subsidiary as there were no future business plans envisaged in Israel. Indigenous IL Limited has filed an application for voluntary liquidation in January 2025 with the Israeli Corporation Authority.

d) The Board of Directors have, in their meeting dated August 8, 2024 agreed to transfer 50% stake of the Company in Refu Drive GmbH to Kalyani Powertrain Limited, a whollyowned subsidiary. The said transfer has been completed on September 20, 2024.

e) The Board of Directors have, vide their meeting dated August 8, 2024 agreed to transfer 39.43% stake held in TMJ Electric Vehicles Limited to Bharat Forge International Limited, a whollyowned subsidiary. The said transfer has been completed on October 10, 2024.

As on March 31, 2025, the Company has 32 (Thirtytwo) subsidiaries (including stepdown subsidiaries), 2 (Two) associate companies and 1 (One) joint venture company. In accordance with Section 129(3) of the Act, the Company has prepared the consolidated financial statement, which forms part of this Annual Report. Further, a statement containing salient features of the financial statements of our subsidiaries in the prescribed Form AOC1 is presented in a separate section forming part of the financial statements.

i. Bharat Forge CDP GmbH:

Bharat Forge CDP GmbH (“BF CDP”) is the stepdown subsidiary of the Company located in Ennepetal, Germany.

BF CDP is engaged in the business of manufacturing forged and machined components for commercial vehicles, passenger vehicles and industrial applications. BF CDP recorded a revenue of ' 16,892 million (Euro 186.11 million) as on March 31, 2025.

Bharat Forge International Limited (“BF International”) is a whollyowned 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 ' 31,976.01 million (USD 378.10 million) for the year ended March 31, 2025.

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/annualreports

The Audit Committee comprises Mr. K.B.S. Anand, Independent Director as Chairperson, Mr. Ravi Kapoor, Independent Director, and Ms. Rashmi Joshi, Independent Director as members. The terms of reference and other details of the Audit Committee including their reconstitution post the change in the Board of Directors and details of the meetings held during the financial year are given in the Report on Corporate Governance forming part of this Annual Report.

All the recommendations made by the Audit Committee were deliberated and accepted by the Board during the financial year 202425.

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/W100022) 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 202425 does not contain any qualification, reservation or adverse remark. The Auditor's Report is enclosed with the Financial Statements in this Annual Report.

The Board has appointed M/s SVD & Associates, Company Secretaries, Pune, to conduct Secretarial Audit for the financial year 202425. The Secretarial Audit Report for the financial year ended March 31, 2025, is appended as Annexure “C” to this report.

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

Further, as required under Section 204 of the Companies Act, 2013, and rules thereunder, Regulation 24A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as ‘SEBI LODR'), and subject to approval of the Shareholders of the Company, the Board has recommended appointment of M/s SVD & Associates, Company Secretaries, Pune, as Secretarial Auditors of the

Company for a period of 5 (five) consecutive years from the conclusion of the 64^th Annual General Meeting of the Company scheduled to be held on August 7, 2025, till the conclusion of the 69^th Annual General Meeting to be held in the year 2030.

As per regulation 24(A) of SEBI Listing Regulations, a listed company is required to annex the secretarial audit report of its material unlisted subsidiary in India to its Annual Report. The Company does not have any Material Unlisted Subsidiary in India during FY 202425.

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 202526. As required under the Act, a resolution seeking shareholders' approval for the remuneration payable to the Cost Auditors forms part of the Notice convening the 64^th AGM.

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 202324 was filed with the Ministry of Corporate Affairs on October 14, 2024.

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.

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 other details regarding 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/investor/download/BFLCSRPolicySigned.pdf

Your Company's goal has always been to create an open and safe workplace for every employee to feel empowered, irrespective of gender, sexual preferences, and other factors. Your Company has zero tolerance for sexual harassment at the workplace and has adopted a policy on prevention, prohibition, and redressal of sexual harassment at 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 intention of the law and has made this policy genderneutral. Your Company follows this practice as a 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, no complaints were received by the ICC of the Company. During the year, the ICC of the Company did not receive any complaints during the financial year ended March 31, 2025. The investigation pertaining to a complaint received in the financial year 202324 was concluded in May 2024. Further, the Company reached out to 2,234 employees through awareness sessions to create greater awareness with respect to the Company's Policy on Sexual Harassment at workplace. During the year under review, videobased training on POSH awareness was rolled out to all the employees and is being hosted on the employee portal to create greater awareness on this subject.

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 interalia provides direct access to the Chairperson of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee.

The Company reaches out to employees through physical/virtual sessions with the aim of creating greater awareness on this subject. During the year under review, the Company has received 6 (six) complaints under the said mechanism, the details of which are tabulated below:

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

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. compliance with secretarial standards

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

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