Date, Location, and Type of Meeting
This is a Postal Ballot process, not a physical meeting. The business is proposed to be transacted through a remote e-voting system only. The resolutions will be deemed to have been passed on the last date of the e-voting period, which is Friday, September 11, 2026.
Summary of Proposed Resolutions and Implications
Item No. 1: Issuance of Securities up to ₹25,000 Million (Rupees Twenty-Five Thousand Million)
A single Special Resolution is proposed to obtain member approval for raising funds up to ₹25,000 million.
The resolution authorizes the Board of Directors to issue various types of securities in one or more tranches:
- Equity Shares (fully or partly paid-up)
- Fully/partly/optionally convertible debentures
- Warrants
- Securities convertible into Equity Shares
- Global Depository Receipts (GDRs)
- American Depository Receipts (ADRs)
- Foreign Currency Convertible Bonds (FCCBs)
- Any other eligible securities (listed or unlisted)
- Any combination of the above
The funds can be raised through various methods, including:
- Private placement, including a Qualified Institutions Placement (QIP)
- Further Public Offer (FPO)
- Preferential allotment
- Rights issue
- Any other permissible mode or combination thereof
The proceeds from the issuance are intended to be utilized for:
- Financing the growth plans of the Company and its subsidiaries
- Incurring capital expenditure (greenfield facilities or expansion)
- Funding organic growth opportunities
- Repayment or prepayment of existing debt
- Investment in subsidiaries for capital expenditure and/or research and development
- Other general corporate purposes or a combination thereof
The resolution grants the Board extensive powers to determine all terms and conditions of the issuance, including the type of security, price, timing, investors, and allotment process, in compliance with applicable laws including the Companies Act, 2013, SEBI ICDR Regulations, and Foreign Exchange Regulations.
Voting Process and Methods Used
The voting will be conducted solely through a remote e-voting system. There will be no physical polling.
The Company has engaged National Securities Depository Limited (NSDL) to provide the e-voting facility.
The e-voting period commences from 09:00 a.m. (IST) on Thursday, August 13, 2026 and concludes at 05:00 p.m. (IST) on Friday, September 11, 2026.
Voting rights are proportionate to the number of shares held by members as of the cut-off date: Friday, August 07, 2026.
The notice is being sent only through electronic mode to members whose email addresses are registered with the company/depositories as of the cut-off date.
Key Voting Outcomes
Voting is ongoing, and the results are not yet available. The document states that the results of the postal ballot will be announced on or before Wednesday, September 16, 2026. The results will be submitted to the stock exchanges and uploaded on the company's website, the stock exchanges' websites, and NSDL's e-voting platform.
Scrutinizer's Role, Findings, and Conclusions
Mr. Sridhar Mudaliar (COP: 2664), Partner of M/s. SVD & Associates, Company Secretaries, Pune, has been appointed as the Scrutinizer. Mrs. Sheetal Joshi (COP: 11635), also a Partner at the same firm, is named as the alternate failing Mr. Mudaliar.
The Scrutinizer's role is to scrutinize the entire e-voting process in a fair and transparent manner.
Upon completion of the e-voting period, the Scrutinizer will submit a report to the Chairman of the company (or an authorized person), who will countersign it. This report will contain the findings and conclusions regarding the voting process and outcome.
The results announced by September 16, 2026, will be based on this scrutinizer's report.
Confirmation of Compliance
The notice repeatedly confirms compliance with numerous laws and regulations:
- Sections 108, 110, and 102 of the Companies Act, 2013
- Rules 20 and 22 of the Companies (Management and Administration) Rules, 2014
- Regulation 30 and 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
- SEBI Master Circular No. HO/49/14/14(7)2025- CFD-POD2/I/3762/2026 dated January 30, 2026
- Ministry of Corporate Affairs (MCA) General Circulars: 14/2020 (Apr 8, 2020), 17/2020 (Apr 13, 2020), 20/2020 (May 5, 2020), and the latest 03/2025 (Sep 22, 2025)
- The Secretarial Standard on General Meetings (SS-2) issued by the Institute of Company Secretaries of India
- SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 (ICDR Regulations)
- Foreign Exchange Management Act, 1999 and related rules (FEMA)
Names and Roles of Signatories
The notice and the covering letter to the exchanges are signed by:
Tejaswini Chaudhari, Company Secretary and Compliance Officer (Membership No.: A18907), on behalf of Bharat Forge Limited.
The Scrutinizer appointed is Mr. Sridhar Mudaliar (COP: 2664) of M/s. SVD & Associates.
Other Relevant Information
Cut-off Date: The eligibility for voting and receiving the notice electronically was based on the register of members/beneficial owners as of Friday, August 07, 2026.
Availability of Documents: The full Postal Ballot Notice is available on the company's website (www.bharatforge.com), the NSDL e-voting website (www.evoting.nsdl.com), and the websites of BSE (www.bseindia.com) and NSE (www.nseindia.com).
Advertisement: The company will publish an advertisement in newspapers containing details about the postal ballot process.
Shareholder Services: The notice includes extensive instructions and notes for shareholders on how to vote electronically, update KYC details, consolidate folios, and dematerialize shares. It also provides helpdesk contact information for NSDL (evoting@nsdl.com, 022-48867000) and the company's Registrar and Share Transfer Agent, MUFG Intime India Private Limited.
Explanatory Statement: A detailed statement pursuant to Section 102 of the Companies Act, 2013, explaining the rationale and material facts for the proposed resolution, forms part of the notice.
Interest of Directors/KMP: The explanatory statement confirms that none of the Directors, Key Managerial Personnel, or their relatives are interested in the resolution, except to the extent of their shareholding.