BF Investment Limited has disclosed to stock exchanges the execution of a shareholders agreement by its related party that imposes business restrictions on the company. The agreement, signed on February 2, 2026, affects BF Investment's operations in the ferrous casting sector.

Shareholders Agreement Details

Bharat Forge Limited, a related party under common control, executed a shareholders agreement with PI Opportunities Fund I Scheme II on February 2, 2026. The agreement involves multiple entities within the BFL Group, including BF Industrial Solutions Limited and JS Auto Cast Foundry India Private Limited.

Business Restrictions Imposed

The shareholders agreement includes significant non-compete and non-solicitation provisions that directly impact BF Investment Limited. Under these terms, certain identified entities affiliated with the BFL Group, including BF Investment, are bound by specific business restrictions.

Key Restrictions:

• Ferrous Casting Business: BF Investment cannot undertake or engage in ferrous casting business in India except through JS Auto Cast Foundry India Private Limited
• Geographic Limitations: The restriction applies specifically to Indian operations
• Alternative Opportunities: Business opportunities can be explored or undertaken outside India, but only upon rejection of the same by JS Auto's Board of Directors
• Non-Solicitation: Additional restrictions on solicitation activities as mentioned in the agreement

Purpose and Impact Assessment

The shareholders agreement aims to establish inter-se shareholder rights and obligations between the BFL Group and the investor. This includes governance structures, information rights, transfer restrictions, and ancillary covenants to facilitate the transaction.

Regulatory Compliance

BF Investment Limited has fulfilled its disclosure obligations under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The company provided comprehensive details as required under the SEBI Master Circular dated January 30, 2026.

The disclosure confirms that while BF Investment is not a direct party to the shareholders agreement, the non-compete restrictions significantly affect its business operations in the ferrous casting sector within India. The company maintains its 3.27% equity shareholding in Bharat Forge Limited but has no shareholding in other entities involved in the agreement.

BF Investment Limited, a key player in the Indian investment landscape, has reported a decline in both net profit and revenue for the second quarter. The company's financial performance reflects the challenges faced in the current economic environment.

Financial Highlights

BF Investment witnessed a 7.50% year-on-year decrease in net profit, which stood at 456.00 million rupees for the quarter, compared to 493.00 million rupees in the same period last year. The company's total revenue also saw a more significant decline of 14.50%, dropping to 637.00 million rupees from 745.00 million rupees in the corresponding quarter of the previous year.

Revenue Breakdown

The company's revenue streams primarily consist of interest income, dividend income, and gains on fair value changes. For the quarter:

• Interest income was reported at 77.80 million rupees
• Dividend income stood at 542.48 million rupees
• Net gain on fair value changes amounted to 17.15 million rupees

Operational Performance

Despite the overall decline in financial metrics, BF Investment maintained a strong focus on its core business of making investments in group companies. The company's income is largely derived from dividends, interest, and gains on investments held, which is typically concentrated in the second quarter of the financial year.

Market Position

BF Investment, as part of the Kalyani Group, continues to hold significant stakes in various associate companies and joint ventures, including Kalyani Steels Limited, KSL Holdings Private Limited, and Automotive Axles Limited, among others. This diversified portfolio allows the company to maintain a strong position in the market despite quarterly fluctuations.

Looking Ahead

While the company has faced headwinds in Q2, its strategic investments and strong market presence position it to potentially benefit from any upturn in the broader economic environment. Investors and market watchers will be keenly observing how BF Investment navigates the challenges and capitalizes on opportunities in the coming quarters.

The financial results were reviewed by the Audit Committee and approved by the Board of Directors at their meeting held on November 12. As the company continues to adapt to market conditions, stakeholders will be looking for signs of recovery and growth in subsequent financial reports.