Bharat Gears approved its audited financial statements for the fiscal year ended March 31, 2026 at its 54th annual general meeting held on August 13, 2026. The corporate action was completed through video conference and other audiovisual means.

The meeting commenced at 4:00 pm and concluded at 4:55 pm. A total of 468 members attended the session, representing a holding of 8,501,074 shares. This included six members from the promoters and promoter group.

Governance and Attendance

The board of directors present included Surinder Paul Kanwar, chairman and managing director, and Naresh Kumar Verma, executive director-operations. Independent directors Raman Nanda, N.V. Srinivasan, Kavita Jha, Bharat Dev Singh Kanwar, and Satya Prakash Mangal also attended.

Raman Nanda, chairman of the audit committee, and N.V. Srinivasan, chairman of the nomination and remuneration committee as well as the stakeholders' relationship committee, were present to address shareholder queries.

Regulatory Compliance

The company filed the minutes of the meeting pursuant to Part-A of Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The filing was submitted to both the National Stock Exchange of India Ltd and BSE Limited on August 25, 2026.

Statutory auditor Deloitte Haskins & Sells LLP and secretarial auditor TVA & Co. LLP were represented at the meeting. The scrutinizer for the event was Rashmi Aswal, partner at AGB & Associates.

Documents Available for Inspection

The following registers and documents were made available electronically for inspection by members during the meeting:

• Register of Members
• Register of Directors' Shareholding
• Register of Contracts and Arrangements in which Directors are interested
• Auditor's Report for the year ended March 31, 2026
• Secretarial Audit Report for the year ended March 31, 2026
• Audited Financial Statements for the year ended March 31, 2026

Bharat Gears Limited reported a sharp contraction in profitability for the quarter ended June 30, 2026, with standalone net profit falling 91% year-on-year to ₹14.88 lakh from ₹164.64 lakh in Q1FY26. This decline occurred despite revenue from operations expanding by 20% to ₹21,564.94 lakh, signaling severe margin pressure driven by rising employee benefits and other operational expenses. Compounding the financial headwinds, statutory auditors Deloitte Haskins & Sells LLP issued a qualified review report, citing material governance concerns regarding practices by Chairman and Managing Director Surinder Paul Kanwar, which introduces significant uncertainty over the reliability of the financial statements.

The Board of Directors approved the unaudited financial results at a meeting held on August 03, 2026, in compliance with Regulation 33 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The disclosure was certified by Prashant Khattry, Corporate Head (Legal) and Company Secretary, and published in newspapers "Financial Express" and "Jansatta" on August 04, 2026. The financial statements were prepared in accordance with Ind AS 34 and reviewed under Standard on Review Engagements (SRE) 2410.

Financial Performance Overview

Revenue growth was attributed to higher volumes or pricing in its automotive gears business, though specific segment drivers were not disclosed. However, cost inflation eroded the benefits of this top-line expansion. Employee benefits expense rose to ₹36.53 crore from ₹30.50 crore year-ago, while other expenses jumped to ₹58.66 crore from ₹42.07 crore. Consequently, profit before tax slumped to ₹19.93 lakh from ₹220.41 lakh.

Governance and Audit Concerns

The most critical development in the filing is the qualified review report issued by the statutory auditors. Deloitte Haskins & Sells LLP drew attention to Note 9, which details concerns shared by the erstwhile Joint Managing Director regarding certain practices by Surinder Paul Kanwar. These concerns pertain to the period when the JMD was in office.

In response, the Audit Committee appointed an independent external agency on June 15, 2026, to conduct an impact assessment. As of the report date, this assessment remains ongoing. Consequently, the auditors stated they were unable to determine the effect, if any, that this matter may have on the financial statements for the quarter ended June 30, 2026. This qualification introduces significant risk regarding the reliability of the reported figures and potential future liabilities.

Additional Disclosures

The company also addressed ongoing legal challenges faced by the CMD. In January 2026, the Board relied on an independent legal opinion to confirm Mr. Kanwar’s citizenship status despite complaints from investors and a fictitious person. Subsequently, the Regional Passport Office revoked his passport; he filed an appeal which was disposed of without hearing his case. He is now pursuing rectification applications.

Regarding shareholder returns, the Board had previously recommended a dividend of ₹1 per share (10%) on equity shares of ₹10 each at its May 30, 2026 meeting. This recommendation is subject to approval at the Annual General Meeting scheduled for August 13, 2026. Additionally, employee benefits expense for the quarter includes ₹11 lakh remuneration for the Executive Director-Operations, also pending shareholder approval.

Source: https://lodr-files.dhan.co/lodr-inputs/Company/INE561C01019/fcaec765e03b406e.pdf