Bharat Gears has accepted the resignation of Wolfgang Rudolf Schilha as Non-Executive Independent Director, effective from the close of business hours on August 3, 2026. The change in board composition stems from the completion of his statutory tenure limit; Mr. Schilha served two consecutive terms of five years each, reaching the maximum duration permitted for independent directors under corporate governance norms. The Board of Directors and management have formally recorded their appreciation for his contributions and guidance during his decade-long association with the company.

The intimation was issued pursuant to Regulation 30 read with Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The disclosure also references SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/II/3762/2026 dated January 30, 2026, which governs the reporting standards for changes in directorship. Prashant Khattry, Corporate Head (Legal) and Company Secretary, signed the communication to the National Stock Exchange of India Ltd and BSE Limited on August 3, 2026.

Resignation Details

The specific details regarding the cessation of directorship are outlined below:

Mr. Schilha’s departure marks the end of a significant period of independent oversight for Bharat Gears. Having completed two full terms, he was no longer eligible for reappointment as an independent director. The company is now expected to initiate the process to appoint a new independent director to maintain the required composition of the Board, although no timeline or candidate details were provided in this filing.

Bharat Gears Limited reported a significant contraction in profitability for the quarter ended June 30, 2026, with standalone net profit plunging 91% year-on-year to ₹14.88 lakh from ₹164.64 lakh in Q1FY26. This sharp decline occurred even as revenue from operations expanded by 20% to ₹215.65 crore, up from ₹179.80 crore in the prior year period. The divergence between top-line growth and bottom-line collapse signals severe margin pressure, exacerbated by rising employee benefit expenses and other operational costs. Compounding the financial headwinds, the company’s statutory auditors raised material concerns regarding governance issues involving top leadership, casting uncertainty over the stability of its internal controls.

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 meeting commenced at 03:00 P.M. and concluded at 05:15 P.M. Prashant Khattry, Corporate Head (Legal) and Company Secretary, certified the disclosure. The financial statements were prepared in accordance with Ind AS 34 and reviewed by Deloitte Haskins & Sells LLP under Standard on Review Engagements (SRE) 2410.

Financial Performance Overview

Revenue growth was driven by higher volume or pricing in its automotive gears business, though specific segment drivers were not disclosed. However, cost inflation eroded the benefits of this revenue 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. The auditors drew attention to Note 9, which details concerns shared by the erstwhile Joint Managing Director (JMD) regarding certain practices by Surinder Paul Kanwar, the Chairman and Managing Director (CMD). 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.