Gabriel India Limited has reported an increase in promoter group shareholding from 55.02% to 63.55% following the effectiveness of a composite scheme of arrangement on May 22, 2026. The scheme, sanctioned by the National Company Law Tribunal (NCLT) on May 11, 2026, involves the amalgamation of Anchemco India Private Limited with Asia Investments Private Limited and the demerger of the demerged undertaking of Asia Investments Private Limited into Gabriel India Limited. The issuance of shares under this court-approved scheme triggered the change in shareholding, exempting the acquirer from making an open offer under Regulation 10(1)(d)(ii) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

Scheme Details

The composite scheme encompasses the merger of Anchemco India Private Limited, formerly known as Andasia Private Limited, with and into Asia Investments Private Limited. Additionally, it involves the demerger of the Demerged Undertaking of Asia Investments Private Limited into Gabriel India Limited. With effect from the Effective Date, the Transferor Company stands amalgamated with the Transferee Company and dissolved without being wound up. Furthermore, the Demerged Undertaking stands transferred to and vested in Gabriel India Limited on a going concern basis. The share exchange ratio was set at 1158 equity shares of ₹1 each for every 1000 equity shares of ₹10 each held in the Demerged Company.

Shareholding and Disclosure

Anjali Singh, on behalf of Anand Automobiles, disclosed the acquisition of 1 equity share, representing 0% of the total shareholding, to the stock exchanges on May 28, 2026. This disclosure was made in compliance with Regulation 10(6) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The overall increase in the promoter and promoter group's aggregate shareholding to 63.55% is a direct consequence of the issuance of shares pursuant to the scheme.

Next Steps

Gabriel India Limited has committed to keeping the stock exchanges informed of all material developments in compliance with SEBI Listing Regulations. The company had previously fixed May 29, 2026, as the record date to determine the shareholders of Asia Investments Private Limited entitled to receive shares pursuant to the scheme.

Gabriel India Limited reported a 14.8% rise in net profit for the financial year ended March 31, 2026, reaching ₹2,432.09 million, compared to ₹2,118.67 million in the previous year. Revenue from operations increased 16.2% to ₹42,329.87 million from ₹36,432.90 million in FY25, driven by the auto components and parts business. The board recommended a final dividend of ₹3.10 per equity share, subject to shareholder approval, with payment scheduled on or before September 24, 2026.

For the quarter ended March 31, 2026, the company posted a net profit of ₹612.53 million, a slight decline from ₹656.38 million in the preceding quarter. Revenue for the quarter stood at ₹11,107.85 million. Total income for the year rose to ₹42,829.50 million, while total expenses increased to ₹39,476.60 million. The company recognised exceptional items of ₹133.46 million during the year, primarily due to incremental obligations from new labour codes.

Financial Performance

The audited standalone financial results for FY26 show strong growth across key metrics. Profit before tax for the year improved to ₹3,219.44 million from ₹2,847.23 million in the prior year. Earnings per share (basic and diluted) increased to ₹16.93 from ₹14.75. The company’s reserves and surplus grew to ₹13,187.50 million as of March 31, 2026, up from ₹11,423.85 million a year earlier.

Strategic Developments

The board approved an investment of ₹1,38,24,425 by subscribing to 11,05,954 equity shares of Jinhap Gabriel Auto India Private Limited under a rights issue, maintaining the company's shareholding at 51%. Additionally, the National Company Law Tribunal (NCLT), Mumbai Bench, sanctioned a composite scheme of arrangement involving the merger of Anchemco India Private Limited with Asia Investments Private Limited and the subsequent demerger of the automotive undertaking to Gabriel India Limited. The company is in the process of making the scheme effective.

Consolidated Results

On a consolidated basis, net profit for FY26 stood at ₹2,521.64 million, up from ₹2,449.81 million in the previous year. Consolidated revenue from operations grew to ₹46,669.33 million from ₹40,633.81 million. Total comprehensive income for the year attributable to shareholders was ₹2,508.08 million. The auditors, Price Waterhouse Chartered Accountants LLP, issued an unmodified opinion on the standalone and consolidated financial results.