Gabriel India Limited has received a significant regulatory milestone as the Hon'ble National Company Law Tribunal (NCLT), Mumbai Bench, vide its order dated May 11, 2026, sanctioned the Composite Scheme of Arrangement involving the amalgamation of Anchemco India Private Limited (formerly known as Andasia Private Limited) with and into Asia Investments Private Limited, and the subsequent demerger of the Demerged Undertaking of Asia Investments Private Limited into Gabriel India Limited. The order was pronounced under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013, read with the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.

Structure of the Composite Scheme

The scheme involves three petitioner companies operating under a defined corporate hierarchy. The key details of the scheme structure are outlined below:

The Board of Directors of the Petitioner Companies approved the scheme in their respective meetings held on June 30, 2025. The Company Scheme Application was filed on December 15, 2025, within one year of the Appointed Date, in compliance with the applicable requirements of General Circular No. 9/2019 dated August 21, 2019, issued by the Ministry of Corporate Affairs.

Share Entitlement Ratio

Upon the scheme coming into effect, equity shareholders of the Demerged Company (Asia Investments Private Limited) whose names appear in the Register of Members on the Record Date shall be issued and allotted equity shares of Gabriel India Limited as per the following consideration:

Business Profile of the Petitioner Companies

Each of the three petitioner companies brings a distinct business profile to the scheme:

• Anchemco India Private Limited (First Petitioner): Incorporated on December 17, 2022, engaged in the manufacture and supply of brake fluids, radiator coolants, diesel exhaust fluids (DEF) / Ad-Blue, and products including Polyurethane (PU) and Polyvinyl Chloride (PVC) adhesives primarily for filtration products and sound insulation applications.
• Asia Investments Private Limited (Second Petitioner): Incorporated on January 25, 1966, engaged in the business of making investments in subsidiaries/joint ventures and providing management advisory services.
• Gabriel India Limited (Third Petitioner): Incorporated on February 24, 1961, engaged in the manufacture and distribution of ride control products catering to all segments in the automotive industry.

Rationale and Strategic Benefits of the Scheme

The scheme is designed to strategically reposition Gabriel India as a diversified mobility solutions provider by rationalizing the corporate structure and enhancing stakeholder value. The key strategic benefits cited in the NCLT order include:

• Consolidate automotive components and products — including Drive Train products (transmissions for EVs), Body in White and NVH products and solutions, brass and steel synchroniser rings, aluminium forgings, brake fluids, radiator coolants, diesel exhaust fluids (DEF) / Ad-Blue for 2W, 3W and 4W vehicles and trucks, and PU and PVC based adhesives — into Gabriel India, transforming it from a mono-product suspension company into a diversified, technology-driven mobility solutions provider.
• Optimize supply chain, enhance marketing strategies, and strengthen customer relationships.
• Position Gabriel India as a preferred global OEM partner, delivering platform flexibility aligned with future industry needs.
• Enhance presence in foreign markets, specifically the US and European markets, and attract capital for future growth and development of new technologies.
• Eliminate intra-group transactions and consequent cash flow blockages, resulting in streamlined cash flow management and efficient utilization of capital.
• Rationalize corporate structure and reduce shareholding tiers.
• Create substantial value for stakeholders through EPS accretion.
• Achieve cost efficiencies through economies of scale and savings of administration and other costs associated with managing separate entities.

Regulatory Compliance and NCLT Observations

The NCLT noted that all requisite statutory compliances have been fulfilled by the Petitioner Companies. BSE Limited and National Stock Exchange of India Limited granted their no adverse observation to the proposed scheme vide letters dated November 8, 2025 and November 17, 2025 respectively, following an application filed on July 8, 2025 under Regulation 37 of the SEBI LODR. The Official Liquidator, High Court, Bombay, in its Report dated April 22, 2026, stated that the affairs of the Transferor Company have not been conducted in a manner prejudicial to the interest of its creditors or to public interest. No objections were received from any other statutory or regulatory authority, and the scheme was deemed unopposed.

The Petitioner Companies are directed to file a copy of the NCLT order along with the Scheme of Arrangement with the concerned Registrar of Companies electronically in E-Form INC-28 within 30 days from the date of receipt of the order. Gabriel India has stated that it is awaiting the certified copy of the order from the NCLT, upon receipt of which it will take appropriate steps and carry out requisite filings with relevant authorities to make the scheme effective in accordance with its terms.

Gabriel India Limited has informed the stock exchanges of an upcoming Board of Directors meeting scheduled for Wednesday, May 13, 2026. The notice, dated May 6, 2026, was filed pursuant to Regulation 29(1) clauses (a) and (e) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Board Meeting Agenda

The board meeting has been convened to address two key items on the agenda. The following table summarises the matters to be considered at the meeting:

Regulatory Compliance

The board meeting intimation was submitted to both BSE Limited and the National Stock Exchange of India Limited in compliance with applicable listing regulations. The notice was signed by Nilesh Jain, Company Secretary of Gabriel India Limited, on May 6, 2026.

Shareholders and market participants may note that the outcome of the board meeting, including the financial results and any dividend recommendation, will be disclosed to the exchanges following the conclusion of the meeting on May 13, 2026.