Bharat Gears Limited has recommended a final dividend of ₹1.00 per equity share for the financial year 2025-26, subject to shareholder approval. The dividend is scheduled to be paid on or before September 30, 2026. The Board also approved the appointment of Mr. Naresh Kumar Verma as Executive Director – Operations for a five-year term effective June 1, 2026, pending member approval at the upcoming Annual General Meeting. Additionally, the Board decided not to extend the term of Mr. Sameer Kanwar, Joint Managing Director, whose tenure expires on May 31, 2026.

The Board meeting held on May 30, 2026, also approved the appointment of statutory auditors and cost auditors for the financial year 2026-27. M/s Ernst & Young LLP was appointed as the Internal Auditor, while M/s M.K. Kulshreshtha & Associates, Cost Accountants, was appointed as the Cost Auditor. The company affirmed that the newly appointed director is not debarred from holding office by SEBI or any other authority, in compliance with relevant exchange circulars.

Mr. Naresh Kumar Verma, aged 66, holds a Master's in Commerce and a Post Graduate Diploma in Personnel Management & Industrial Relations. He brings 44 years of experience, having worked with companies such as VXL India Limited and Daikin Shriram Air Conditioning. He currently serves as a Non-Executive Director at Raunaq International Limited, a group company. Mr. Sameer Kanwar is the son of Mr. Surinder Paul Kanwar, the Chairman and Managing Director of Bharat Gears Limited.

Key Board Decisions

The following table summarizes the personnel changes approved by the Board:

Auditor Appointments

The Board approved the following auditor appointments for FY27:

• Internal Auditor: M/s Ernst & Young LLP
• Cost Auditor: M/s M.K. Kulshreshtha & Associates

Bharat Gears Limited disclosed on May 29, 2026, that its Joint Managing Director violated insider trading regulations by sharing unpublished price sensitive information (UPSI) with third parties prior to the official board approval. The information, which pertained to the draft annual financial results for the quarter and year ended March 31, 2026, was shared with individuals not on the Board of Directors, including the JMD's personal lawyer, Ms. Prerna Mahajan.

The company became aware of the breach on May 26, 2026. The Board of Directors is scheduled to meet on May 30, 2026, to consider and approve the annual financial results and financial statements for the quarter and year ended March 31, 2026, in accordance with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The sharing of UPSI constitutes a violation of the Code of Conduct for Prevention of Insider Trading. Bharat Gears stated that it will take appropriate action based on the outcome of an inquiry or as required by applicable law and regulatory directions.

To mitigate further dissemination, the company has issued a notice to the advocate who received the information. The notice mandates that the UPSI shared by the Joint Managing Director must not be disclosed or disseminated to any other person, except as permitted under SEBI regulations and the company's policy.