Bharat Gears Limited has clarified that Mr. Sameer Kanwar holds nil shares in the company as on March 31, 2026. The disclosure was made to BSE Limited and The National Stock Exchange of India Limited under Regulation 31(4) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011, referencing a prior email disclosure by Mr. Kanwar dated April 02, 2026. The company emphasized that records confirm nil shareholding for Mr. Kanwar since the financial year ended March 31, 2021.

The company addressed a recent BEN-1 form received from Mr. Sameer Kanwar claiming beneficial interest in shares under Section 89 of the Companies Act, 2013. Mr. Surinder Paul Kanwar, Chairman and Managing Director, confirmed he has not created any beneficial interest in his shareholding in favour of Mr. Sameer Kanwar, either directly or indirectly. The company stated that this claim is being contested by Mr. Surinder Paul Kanwar in the Hon'ble Delhi High Court and is sub-judice. Consequently, the company informed Mr. Sameer Kanwar that it cannot consider the BEN-1 form as the alleged matter of family settlement is currently under legal adjudication.

Bharat Gears Limited further noted that there has been no transfer of shares from the promoter group to Mr. Sameer Kanwar, nor has any share transfer application been lodged by him since his last disclosures of nil shareholding for the financial year 2021-22. The company released the shareholding pattern as on March 31, 2026, to substantiate this position.

The company also challenged the interpretation provided by Mr. Sameer Kanwar regarding an order of the Hon'ble Delhi High Court dated March 12, 2024. Bharat Gears Limited stated that this interpretation is incorrect, misleading, and made with malafide intent, given that Mr. Kanwar is a contesting party in the suit. The company clarified that the court order's scope is limited to ensuring business interests are not jeopardised and explicitly recorded that the shares belong to the father, Mr. Surinder Paul Kanwar.

Based on Mr. Sameer Kanwar's own disclosures to the stock exchange and audit committee for FY 2022, and the confirmation from Mr. Surinder Paul Kanwar, the company reiterated that Mr. Sameer Kanwar holds no shares. It concluded that the claims made in the declaration dated April 02, 2026, are frivolous and misleading. This clarification has been shared with the Audit Committee and the stock exchanges for their records.

Shareholding Pattern as on March 31, 2026

Bharat Gears Limited has invested ₹1,27,39,980 to acquire a 29.55% stake in Hexa Energy HR5 Private Limited, a move aimed at procuring solar power for its Faridabad and Mumbra units. The investment comprises 13,134 equity shares with a face value of ₹10 each, issued at a price of ₹970 per share. The shares were allotted on June 02, 2026, with the company receiving intimation of the allotment on June 03, 2026.

The strategic investment is intended to meet requirements under applicable Electricity Laws and follows a Power Purchase Agreement dated November 20, 2025. By securing solar power through this Special Purpose Vehicle (SPV), Bharat Gears aims to curtail power costs at its Faridabad and Mumbra manufacturing facilities.

Hexa Energy HR5 Private Limited, incorporated on December 24, 2024, is engaged in generating, producing, and transmitting electricity through renewable energy sources in India. The entity is promoted by Hexa Climate Solutions Private Limited and operates in Haryana. The filing confirms that Hexa Energy HR5 Private Limited and its promoter are not related to Bharat Gears' promoter group or group companies.

The transaction was conducted as a cash consideration and does not constitute a related party transaction. No governmental or regulatory approvals were required for the acquisition. As a newly incorporated entity, Hexa Energy HR5 Private Limited reported nil revenue from operations for the last three financial years.

Investment Details