Bharat Forge Limited’s Board of Directors met on February 12, 2026, approving the Unaudited Financial Results for the quarter and nine months ended December 31, 2025. Key outcomes included declaring an interim dividend of Rs. 2/- per share and approving the reappointment of two Whole-Time Directors, Mr. B. P. Kalyani and Mr. S. E. Tandale, for a five-year term. The Board also noted the cessation of Mr. Sumeet Banga as Senior Management Personnel and approved a merger.
Board Meeting Outcome on February 12, 2026
The Board of Directors of Bharat Forge Limited convened on Thursday, February 12, 2026, to discuss and approve several key corporate actions and financial disclosures.
Financial Results and Dividend Declaration
The Board approved the Statement of Unaudited Financial Results (Standalone & Consolidated) for the quarter and nine months ended December 31, 2025, along with the Limited Review Report from BSR & Co. LLP (Annexure 1).
Furthermore, the Board declared an interim dividend of Rs. 2/- (Rupees Two only) per equity share (at a 100% rate on the face value of Rs. 2 each). This dividend is scheduled to be paid on or before Thursday, March 12, 2026, with the Record Date set as Wednesday, February 18, 2026.
Director Reappointments
Following the recommendation of the Nomination and Remuneration Committee, the Board approved the re-appointment of Mr. B. P. Kalyani (DIN: 00267202) and Mr. S. E. Tandale (DIN: 00266833) as Whole-Time Directors, designated as Executive Directors. This reappointment is for a further period of five years, effective from May 23, 2026, to May 22, 2031, subject to shareholder approval via Ordinary Resolution through Postal Ballot (Annexure 2).
Brief Profile Highlights (Annexure 2)
- Mr. B. P. Kalyani: Executive Director since May 2006, credited with modernizing manufacturing capabilities and driving digital automation. He is not debarred from holding office.
- Mr. S. E. Tandale: Associated since 1991 and Executive Director since May 2006, instrumental in leading the Component Forging Business Unit and expanding global operations. He is not debarred from holding office.
Changes in Senior Management and Corporate Restructuring
The Board noted the cessation of Mr. Sumeet Banga, President and CEO – Industrial business, as a Senior Management Personnel, effective February 12, 2026. His transfer is pursuant to his new role at the subsidiary JSA (Annexure 3).
The Board also approved the merger of Ferrovia Transrail Solutions Private Limited (“FTSPL”) (Transferor), a step-down wholly owned subsidiary, into BF Infrastructure Limited (“BFIL”) (Transferee), also a wholly owned subsidiary (Annexure 4).
Merger Details (Annexure 4)
- Rationale: The merger aligns with the overall group restructuring and consolidation strategy.
- Consideration: Since FTSPL is a wholly owned subsidiary of BFIL, no cash consideration or share exchange will be issued.
- Business Activity: BFIL is involved in EPC contracting and infrastructure projects. FTSPL, which completed its railway project work, currently has no business activity.
Standalone Financial Highlights (For the Nine Months Ended December 31, 2025)
Referencing the Standalone Financial Results (Page 3):
- Total Income: Rs. 62,512.02 Million (compared to Rs. 67,914.78 Million in the previous corresponding period).
- Profit Before Tax: Rs. 12,709.94 Million (compared to Rs. 13,453.04 Million in the previous corresponding period).
- Total Comprehensive Income (Net of Tax): Rs. 6,652.65 Million.
- Earnings Per Share (Basic/Diluted): Rs. 19.59 (not annualized).
Consolidated Financial Highlights (For the Nine Months Ended December 31, 2025)
Referencing the Consolidated Financial Results (Page 4):
- Total Income: Rs. 124,293.25 Million (compared to Rs. 114,218.59 Million in the previous corresponding period).
- Profit Before Tax: Rs. 12,750.37 Million (compared to Rs. 10,317.25 Million in the previous corresponding period).
- Total Comprehensive Income (Net of Tax): Rs. 6,953.52 Million, attributable to Owners of the parent at Rs. 6,864.98 Million.
- Earnings Per Share (Basic/Diluted): Rs. 17.72 (not annualized).
Key Notes from Financial Disclosures
Several exceptional items were noted in the results (Page 6):
- Standalone Exceptional Item: An exceptional item aggregating to Rs. 487.26 million was accounted for due to the Government of India notifying the new Labour Codes, impacting gratuity and leave liabilities.
- Consolidated Exceptional Item: A provision for impairment of investment in Kalyani Powertrain Limited (KPTL) of Rs. 1,517.65 million was recognized in the prior nine-month period, while a separate exceptional item of Rs. 557.15 million related to Labour Codes was recorded in the current period.
- Acquisition: The company completed the acquisition of AAM India Manufacturing Corporation Private Limited (renamed K Drive Mobility Solutions Private Limited) on July 1, 2025, for Rs. 7,474.16 million.
Investor Ratios Summary
Key standalone ratios for the quarter ended December 31, 2025, compared to previous quarters (Page 8):
- Operating Margin (%): Decreased slightly to 27.18% from 29.10% in Q3 FY25.
- Net Profit Margin (%): Stood at 13.82% for the quarter.
- Debt Equity Ratio: Maintained at 0.27.
- Net Worth: Stood at Rs. 112,470.63 Million.
Key consolidated ratios for the quarter ended December 31, 2025, compared to previous quarters (Page 9):
- Operating Margin (%): Stood at 17.18%.
- Net Profit Margin (%): Stood at 6.28%.
- Debt Equity Ratio: Improved to 0.62 from 0.70 in Q3 FY25.
- Net Worth: Stood at Rs. 95,574.31 Million.
Source: BSE
