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 disclosed on July 31, 2026, that the appeal filed by its Chairman and Managing Director, Surinder Paul Kanwar, against the revocation of his passport has been dismissed by the Ministry of External Affairs. The dismissal raises procedural concerns as the authority disposed of the appeal without providing Kanwar an opportunity to present his case, potentially impacting executive travel and corporate governance continuity.

The Joint Secretary (PSP) & Chief Passport Officer (CPO), Ministry of External Affairs, passed the dismissal order on July 23, 2026, which was received by Mr. Kanwar on July 29, 2026. This development follows a previous disclosure made by the company on April 16, 2026, under Regulation 30 read with Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, regarding the initial filing of the appeal.

Mr. Kanwar informed the company that the disposal of the appeal violated the proviso to Section 11(5) of the Passports Act, 1967, which mandates that a reasonable opportunity must be given before disposing of an appeal. Consequently, he is in the process of taking appropriate steps to file a rectification, clarificatory, or appropriate application against the said order.

Despite the legal challenge, Mr. Kanwar assured the Board that he remains fully mindful of his fiduciary duties. He committed to keeping the Board promptly informed of any material developments and advised that statutory authorities be informed accordingly in a fair and transparent manner. The company stated it will continue to inform investors of any material developments in this matter as required by applicable laws and regulations.

Key Details of the Appeal Dismissal

Regulatory Disclosure Context

The intimation was issued pursuant to Regulation 30 read with Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The company referenced its earlier letter dated April 16, 2026, which had notified the stock exchanges about the initiation of the appeal process. Prashant Khattry, Corporate Head (Legal) and Company Secretary, signed the disclosure on behalf of Bharat Gears Limited.