Gabriel India Ltd. — AGM Information 2024

Jul 23, 2024

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Date: July 23, 2024

BSE Limited 25thFloor, P. J. Towers, Dalal Street, MUMBAI – 400 001 (Company Code: 505714)	National Stock Exchange of India Limited Exchange Plaza, Bandra Kurla Complex, Bandra (E), MUMBAI – 400 051 (Company Code: GABRIEL)

Sub: Notice of 62[nd] Annual General Meeting (‘AGM’) of Gabriel India Limited

Dear Sir/ Madam,

Please find enclosed herewith the Notice of 62[nd] AGM of the Company, to be held on Wednesday, August 14, 2024 at 02:30 p.m. (IST) .

We request you to take the above information on record and kindly acknowledge the receipt.

Thanking you,

Yours faithfully,

For Gabriel India Limited

Digitally signed by NILESH NILESH KUMAR JAIN KUMAR JAIN Date: 2024.07.23 20:06:46 +05'30' Nilesh Jain Company Secretary

Encl : a/a

Email id: secretarial@gabriel.co.in

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GABRIEL INDIA LIMITED

29th Milestone, Pune Nashik Highway Village Kuruli, Taluka Khed, Pune - 410 501 Maharashtra, India

NOTICE

NOTICE is hereby given that the Sixty Second Annual General Meeting of the members of GABRIEL INDIA LIMITED will be held at the Auditorium, Gabriel India Limited, 29th Milestone, Pune-Nashik Highway, Village Kuruli, Taluka Khed, Pune 410501, Maharashtra on Wednesday, August 14, 2024 at 02:30 p.m. to transact the following businesses:

incurred for conducting the aforesaid audit, be and is hereby ratified and confirmed.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to delegate / authorise any director and/ or official of the Company to take such steps as may be necessary, desirable or expedient to give effect to this resolution.”

ORDINARY BUSINESS

1. To receive, consider and adopt the Audited Financial Statements of the Company for the financial year ended March 31, 2024, together with the Reports of Board of Directors and Auditors thereon.

2. To receive, consider and adopt the Audited Consolidated Financial Statements of the Company for the financial year ended March 31, 2024, together with the Reports of Board of Directors and Auditors thereon.

3. To declare final dividend for the financial year 2023-24.

4. To appoint a director in place of Mr. Jagdish Kumar (DIN: 00318558), who retires by rotation and being eligible, offers himself for re- appointment.

SPECIAL BUSINESS

1. To consider and if thought fit, to pass with or without modification(s) the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Section 148 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules and Companies (Cost Records and Audit) Rules (including any statutory modification(s) or amendment(s) thereto or re-enactment(s) thereof for the time being in force), the remuneration payable to M/s. Dhananjay V. Joshi & Associates, Cost Accountants, Pune (Firm registration No. 000030), Cost Auditors of the Company, to conduct the audit of cost records of the Company for the financial year ending March 31, 2025 , as recommended by the Audit Committee of the Company and approved by the Board of Directors of the Company, amounting to ` 1,75,000/plus applicable taxes and out of pocket expenses

Notes :

1. A Member entitled to attend and vote at the Annual General Meeting (“AGM”) may appoint a proxy to attend and vote on his/her behalf. A proxy need not be a member of the Company. The instrument appointing a Proxy, in order to be effective, must be duly filled, stamped and signed and must reach the Registered Office of the Company not less than forty-eight hours before the commencement of the Annual General Meeting. A Proxy Form for AGM is enclosed in the Annual Report .

2. A person can act as a proxy on behalf of Members of not exceeding fifty in number and holding in the aggregate not more than ten percent of the total share capital of the Company. A member holding more than ten percent of the total share capital of the Company carrying voting rights may appoint a single person as a proxy and such person shall not act as proxy for any other person or shareholder.

3. Corporate Members are requested to send to the Company a duly certified copy of the Board Resolution, pursuant to Section 113 of the Companies Act, 2013, authorising their representative to attend and vote on their behalf at the AGM.

4. Members are requested to bring their attendance slip duly filled and signed mentioning therein details of their DP ID and Client ID/ Folio No. The attendance slip for AGM is enclosed in the Annual Report .

5. In case of joint holders attending the Meeting only such joint holder who is higher in the order of names will be entitled to vote at the AGM.

6. The Register of members and Share transfer books of the Company will remain closed from Thursday, August

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08, 2024, to Wednesday, August 14, 2024 (both days inclusive).

1. In terms of MCA and SEBI Circulars, the Company has sent the Annual Report, Notice of AGM and instructions for e-Voting / Poll only in electronic form to the registered email addresses of the shareholders. Therefore, those shareholders who have not yet registered their email address are requested to get their email addresses registered by following the procedure given below:

2. i. Members holding share(s) in electronic mode are requested to register / update their e-mail address with their respective Depository Participants “DPs” for receiving all communications from the Company electronically.

3. ii. Members holding shares(s) in physical certificate form may send an email request at the email id einward.ris@kfntech.com along with scanned copy of the request letter, duly signed, providing their email address, mobile number, self-attested PAN copy and copy of share certificate

4. iii. Shareholders are also requested to visit the website of the Company https://www.anandgroupindia. com/gabrielindia/ or the website of KFintech https://evoting.kfntech.com/ for downloading the Annual Report and Notice of the AGM.

Physical copy of the Annual Report shall be sent by the permitted mode to the member who request for the same to the Company at email ID secretarial@gabriel. co.in.

1. Dividend, as may be declared by the members at the AGM, will be paid to those members whose names stand on the Company’s Register of Members as on Wednesday, August 07, 2024. In respect of shares held in dematerialised form, the dividend will be paid on the basis of particulars of beneficial ownership furnished by the Depositories as at the end of business on Wednesday, August 07, 2024.

2. Members may note that the Income Tax Act, 1961, (“the IT Act”) as amended by the Finance Act, 2020, mandates that dividends paid or distributed by a Company after April 01, 2020 shall be taxable in the hands of members. The Company shall therefore be required to deduct tax at source (TDS) at the time of making the payment of final dividend. In order to enable the Company to determine the appropriate TDS rate

as applicable, members are requested to upload the following documents in accordance with the provisions of the IT Act by accessing https://ris.kfntech.com/ form15/default.aspx

For Resident shareholders, taxes shall be deducted at source (on dividend distributed during financial year 2023-24) under Section 194 of the IT Act as follows-

• Members having valid PAN - 10% or as notified by the Government of India*

• Members not having PAN / valid PAN - 20% or as notified by the Government of India*

(*) However, no tax shall be deducted on the dividend payable to a resident individual if the total dividend to be received by him / her during the financial year 202425 does not exceed ` 5,000.

Furthermore, no tax shall be deducted in cases where members provide Form 15G / Form 15H (applicable to individuals aged 60 years or more) subject to conditions specified in the IT Act.

Resident shareholders / member may also submit any other document as prescribed under the IT Act to claim a lower / Nil withholding tax. PAN is mandatory for members providing Form 15G / 15H or any other document as mentioned above.

For Non-resident shareholders, taxes are required to be withheld in accordance with the provisions of Section 195 and other applicable Sections of the IT Act, at the rates in force.

The withholding tax shall be at the rate of 20% (plus applicable surcharge and cess) or as notified by the Government of India on the amount of dividend payable.

However, as per Section 90 of the IT Act, non-resident shareholders have the option to be governed by the provisions of the Double Tax Avoidance Agreement (DTAA) between India and the country of tax residence of the member if they are more beneficial to them. For this purpose, i.e. to avail the benefits under the DTAA, non-resident shareholders will have to provide the following:

• Copy of the PAN card allotted by the Indian Income Tax authorities duly attested by the member.

• Copy of Tax Residency Certificate (TRC) for the financial year 2023-24 obtained from the revenue authorities of the country of tax residence, duly attested by member.

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• Self-declaration in Form 10F.

• Self-declaration by the shareholder of having no permanent establishment in India in accordance with the applicable tax treaty (read with the applicable multilateral instrument).

• Self-declaration of beneficial ownership by the non-resident shareholder.

• Any other documents as prescribed under the IT Act for lower withholding of taxes if applicable, duly attested by member.

In case of Foreign Institutional Investors / Foreign Portfolio Investors, tax will be deducted under Section 196D of the IT Act @ 20% (plus applicable surcharge and cess).

The aforesaid declarations and documents need to be submitted by the shareholders on or before Friday, August 02, 2024 . No communication would be accepted from members after Friday, August 02, 2024 , regarding the tax withholding matters. Members shall receive Form 16A only at their registered Email id.

1. Members please be informed that respective bank details and address, as registered with the Company furnished by them or by NSDL / CDSL to the Company for shares held in the Physical certificate form and in the dematerialised form respectively, will be printed on their dividend warrants as a measure of protection to members against fraudulent encashment.

Members holding shares in dematerialised form may note that bank particulars registered against their respective depository account will be used by the Company for the payment of dividend. The Company or its Registrar and Transfer Agents, KFintech cannot act on any request received directly from the members holding shares in dematerialised form for any change of bank particulars or bank mandates. Such changes are to be advised only to the Depository Participant of the members.

1. Members holding shares in physical certificate form are requested to notify / send the following to the Company’s Registrars and share transfer agent at the address - KFin Technologies Limited (Formerly Known as KFin Technologies Private Limited )(Unit : Gabriel India Limited), Selenium Tower B, Plot Nos. 3132, Financial District, Nanakramguda, Serilingampally Mandal, Hyderabad Telangana 500 032, or email at

einward.ris@kfntech.com or call on 1800 309 4001 (toll free) to facilitate better service:

• a. Any change in their address / mandate / bank details,

• b. Particulars of their bank account, in case the same have not been furnished earlier, and

• c. Share certificates held in multiple accounts in identical names or joint accounts in the same order of names, for consolidation of such shareholdings into a single account.

Members holding shares in dematerialised form are requested to intimate immediately any change in their address to their Depository Participants with whom they are maintaining their demat accounts.

1. Members holding shares in physical certificate form are requested to consider converting their holding to dematerialised form to eliminate all risks associated with physical shares and for ease of portfolio management. Members can contact Company or KFintech for assistance in this regard.

2. Members seeking any information with regard to the Financial Accounts are requested to write to the Company on or before Friday, August 02, 2024 to the attention of the Company Secretary at secretarial@ gabriel.co.in , so as to enable the Company to keep the information ready.

3. Pursuant to the provisions of Section 124 and 125 of the Companies Act, 2013, the Company has transferred the unpaid or unclaimed amount of Final Dividend for the financial year 2015-2016 and Interim dividend for the financial year 2016-2017 on September 25, 2023, and January 04, 2024, respectively to the Investor Education and Protection Fund established by the Central Government.

4. Members who have not encashed their dividend warrants for the financial year ended March 31, 2017 or any subsequent years are requested to lodge their claim with the Company’s Registrar and Share Transfer Agent, KFintech.

5. Further, Section 124(6) read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Amendment Rules, 2017 requires that all shares in respect of which dividend has not been paid or claimed for seven consecutive years or more shall be transferred by the Company in name of

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IEPF and be credited to Demat Account of the Authority. Accordingly, the Company has transferred such shares relevant to unpaid or unclaimed final dividend for the financial year 2016-2017 and interim dividend for the financial year 2017-18 to the Demat Account of the Authority. Members are informed that they can recover their shares by approaching IEPF Authority.

1. Pursuant to the provisions of Investor Education and Protection Fund (Uploading of Information regarding unpaid and unclaimed amounts lying with Companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on August 14, 2023 (date of the last Annual General Meeting) on the website of the IEPF (www.iepf.gov.in) as also on the website of the Company https://www. anandgroupindia.com/gabrielindia/.

2. Members who hold shares in physical certificate form can nominate a person in respect of all the shares held by them singly or jointly, by providing details to the Share transfer agent of the Company, KFintech in the prescribed form.

Members holding shares in dematerialised form may contact their respective Depository Participant(s) for recording nomination in respect of their shares.

1. Explanatory statement pursuant to Section 102 of the Companies Act, 2013, with respect to the special business set out in the Item No. 5 above and additional particulars of Director retiring by rotation and eligible for appointment /re-appointment pursuant to Regulation 36 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as SEBI Listing Regulations) are mentioned in the Annexure A & B.

2. The Register of Directors and Key Managerial Personnel and their shareholding, maintained under Section 170 of the Act, and the Register of Contracts or Arrangements in which the directors are interested, maintained under Section 189 of the Act, will be available for inspection at the Company’s registered office during normal business hours on working days up to the date of the AGM.

Further, all documents referred to in the Notice will also be available for inspection without any fee by the members from the date of circulation of this Notice up to the date of AGM, i.e. Wednesday, August 14, 2024 . Members seeking to inspect such documents can send an email to secretarial@gabriel.co.in.

19. Facility for voting (through electronic means and by Poll):

Pursuant to provisions of Section 108 of the Companies Act, 2013 and Rule 20 of the Companies (Management and Administration) Rules, 2014, as amended from time to time and SEBI (LODR) Regulations, 2015, the Company is pleased to provide to its members facility to exercise their right to vote on resolutions proposed to be considered at the AGM, by electronic means from a place other than venue of the AGM (“remote e-voting”) and the business may be transacted through such voting. Members are requested to note that remote e-voting is optional.

The facility for voting by poll shall also be made available at the AGM and members attending the AGM who have not already cast their vote by remote e-voting shall be able to exercise their right to vote at the AGM.

The members who have cast their vote by remote e-voting prior to the AGM may also attend the meeting but shall not be entitled to cast their vote again.

The cut-off date for determining the eligibility to vote by remote e-voting or in the AGM shall be Wednesday, August 07, 2024.

The facility of casting vote through remote e-voting shall be provided by Kfin Technologies Limited through their e-voting platform. In this regard, your Demat Account / Folio Number has been enrolled by the Company for your participation in remote e-voting on resolution(s) placed by the Company on e-voting system. The instructions for e-voting are mentioned in this Notice.

The Notice of the AGM of the Company inter-alia indicating the process and manner of e-voting along with printed Attendance Slip and Proxy Form can be downloaded from the link https://www.anandgroupindia.com/gabrielindia/ and https://evoting.kfntech.com

The remote e-voting period commences on Sunday, August 11, 2024, and ends on Tuesday, August 13, 2024. During this period, the members of the Company, holding shares either in physical certificate form or in dematerialised form, as on the aforesaid cut-off date, may opt for remote e-voting. The e-voting module shall be disabled for voting thereafter. Once the vote on a resolution is cast by the shareholder, the shareholder shall not be allowed to change it subsequently.

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Any person holding shares in physical form and nonindividual shareholders, who acquires shares of the Company and becomes a member of the Company after sending of the Notice and holding shares as of the cut-off date, may obtain the login ID and password by sending a request at einward.ris@kfntech.com. However, if he / she is already registered with KFintech for remote e-voting then he /she can use his / her existing User ID and password for casting the vote.

The voting rights of members shall be in proportion to their shares in the paid-up equity share capital of the Company as on the aforesaid cut-off date.

In case of Individual Shareholders holding securities in demat mode and who acquires shares of the Company and becomes a member of the Company after sending of the Notice and holding shares as of the cut-off date may follow steps mentioned below under “Login method for remote e-voting for Individual shareholders holding securities in demat mode.”

The Company has appointed Ms. Savita Jyoti, Practising Company Secretary as the Scrutiniser for conducting the e-voting process in a fair and transparent manner.

The details of the process and manner for e-voting are explained herein below:

• Step 1: Access to Depositories e-voting system in case of individual Shareholders holding shares in demat mode.

• Step 2: Access to K Fintech e-voting system in case of Shareholders holding shares in physical form and non-individual Shareholders in demat mode.

• Step 1: Method of login / access to Depositories (NSDL / CDSL) e-voting system in case of individual members holding shares in demat mode:

Type of member	Login Method
Individual members holding securities in demat mode with NSDL	A. Instructions for existing Internet-based Demat Account Statement (“IDeAS”) facility Users: i. Visit the e-services website of NSDL https://eservices.nsdl.com. ii. On the e-services home page click on the “Benefcial Owner” icon under “Login” under ‘IDeAS’ section. iii. A new page will open. Enter the existing user id and password for accessing IDeAS. iv. After successful authentication, members will be able to see e-voting services under ‘Value Added Services’. Please click on “Access to e-voting” under e-voting services, after which the e-voting page will be displayed. v. Click on company name, i.e. ‘Gabriel India Limited’, or e-voting service provider, i.e. KFintech. vi. Members will be re-directed to KFintech’s website for casting their vote during the remote e-voting period. B. Instructions for those Members who are not registered under IDeAS: i. Visithttps://eservices.nsdl.com for registering. ii. Select “Register Online for IDeAS Portal” or click at https://eservices. nsdl.com/SecureWeb/IdeasDirectReg.jsp. iii. Visit the e-voting website of NSDL https://www.evoting.nsdl.com/. iv. Once the home page of e-voting system is launched, click on the icon “Login” which is available under ‘Shareholder / Member’ section. A new screen will open.

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Gabriel India Limited Corporate Overview Statutory Reports Financial Statements Type of member Login Method v. Members will have to enter their User ID (i.e. the sixteen digits demat account number held with NSDL), password / OTP and a Verifcation Code as shown on the screen. vi. After successful authentication, members will be redirected to NSDL Depository site wherein the y can see e-voting page. vii. Click on company name, i.e. Gabriel India Limited, or e-voting service provider name, i.e. KFintech, after which the member will be redirected to e-voting service provider website for casting their vote during the remote e-voting period. C. NSDL Mobile App i. Members can also download the NSDL Mobile App “NSDL Speede” facility by scanning the QR code for seamless voting experience. Individual members holding securities in demat mode with CDSL 1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. The option will be made available to reach e-Voting page without any further authentication. The users to login to Easi / Easiest are requested to visit CDSL websitewww.cdslindia.com and click on login icon & New System Myeasi Tab. 2. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly. 3. If the user is not registered for Easi/Easiest, option to register is available at CDSL websitewww.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option. 4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers. NOTICE (CONTD.)	Gabriel India Limited Corporate Overview Statutory Reports Financial Statements Type of member Login Method v. Members will have to enter their User ID (i.e. the sixteen digits demat account number held with NSDL), password / OTP and a Verifcation Code as shown on the screen. vi. After successful authentication, members will be redirected to NSDL Depository site wherein the y can see e-voting page. vii. Click on company name, i.e. Gabriel India Limited, or e-voting service provider name, i.e. KFintech, after which the member will be redirected to e-voting service provider website for casting their vote during the remote e-voting period. C. NSDL Mobile App i. Members can also download the NSDL Mobile App “NSDL Speede” facility by scanning the QR code for seamless voting experience. Individual members holding securities in demat mode with CDSL 1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. The option will be made available to reach e-Voting page without any further authentication. The users to login to Easi / Easiest are requested to visit CDSL websitewww.cdslindia.com and click on login icon & New System Myeasi Tab. 2. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly. 3. If the user is not registered for Easi/Easiest, option to register is available at CDSL websitewww.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option. 4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers. NOTICE (CONTD.)	Gabriel India Limited Corporate Overview Statutory Reports Financial Statements Type of member Login Method v. Members will have to enter their User ID (i.e. the sixteen digits demat account number held with NSDL), password / OTP and a Verifcation Code as shown on the screen. vi. After successful authentication, members will be redirected to NSDL Depository site wherein the y can see e-voting page. vii. Click on company name, i.e. Gabriel India Limited, or e-voting service provider name, i.e. KFintech, after which the member will be redirected to e-voting service provider website for casting their vote during the remote e-voting period. C. NSDL Mobile App i. Members can also download the NSDL Mobile App “NSDL Speede” facility by scanning the QR code for seamless voting experience. Individual members holding securities in demat mode with CDSL 1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. The option will be made available to reach e-Voting page without any further authentication. The users to login to Easi / Easiest are requested to visit CDSL websitewww.cdslindia.com and click on login icon & New System Myeasi Tab. 2. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly. 3. If the user is not registered for Easi/Easiest, option to register is available at CDSL websitewww.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option. 4. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers. NOTICE (CONTD.)
Type of member	Login Method
	C.	v. Members will have to enter their User ID (i.e. the sixteen digits demat account number held with NSDL), password / OTP and a Verifcation Code as shown on the screen. vi. After successful authentication, members will be redirected to NSDL Depository site wherein the y can see e-voting page. vii. Click on company name, i.e. Gabriel India Limited, or e-voting service provider name, i.e. KFintech, after which the member will be redirected to e-voting service provider website for casting their vote during the remote e-voting period. NSDL Mobile App i. Members can also download the NSDL Mobile App “NSDL Speede” facility by scanning the QR code for seamless voting experience.
Individual members holding securities in demat mode with CDSL	1. 2. 3. 4.	Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. The option will be made available to reach e-Voting page without any further authentication. The users to login to Easi / Easiest are requested to visit CDSL websitewww.cdslindia.com and click on login icon & New System Myeasi Tab. After successful login the Easi / Easiest user will be able to see the e-Voting option for eligible companies where the evoting is in progress as per the information provided by company. On clicking the evoting option, the user will be able to see e-Voting page of the e-Voting service provider for casting your vote during the remote e-Voting period. Additionally, there is also links provided to access the system of all e-Voting Service Providers, so that the user can visit the e-Voting service providers’ website directly. If the user is not registered for Easi/Easiest, option to register is available at CDSL websitewww.cdslindia.com and click on login & New System Myeasi Tab and then click on registration option. Alternatively, the user can directly access e-Voting page by providing Demat Account Number and PAN No. from a e-Voting link available on www.cdslindia.com home page. The system will authenticate the user by sending OTP on registered Mobile & Email as recorded in the Demat Account. After successful authentication, user will be able to see the e-Voting option where the evoting is in progress and also able to directly access the system of all e-Voting Service Providers.

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Type of member

Login Method

Individual members login through their demat accounts / Website of Depository Participant(s)

A. Instructions for login through Demat Account / website of Depository Participant i. Members can also login using the login credentials of their demat account through their DP registered with the Depositories for e-voting facility. ii. Once logged-in, members will be able to view e-voting option. iii. Upon clicking on e-voting option, members will be redirected to the NSDL / CDSL website after successful authentication, wherein they will be able to view the e-voting feature. iv. Click on options available against Gabriel India Limited or KFintech. v. Members will be redirected to e-voting website of KFintech for casting their vote during the remote e-voting period without any further authentication.

Important note: Members who are unable to retrieve User ID / Password are advised to use Forgot user ID and Forgot Password option available at respective websites.

Helpdesk for Individual members holding securities in demat mode for any technical issues related to login through NSDL / CDSL:

Securities held with NSDL	Please contact NSDL helpdesk by sending a request at call at toll free no.:1800 1020 990and1800 22 44 30	Please contact NSDL helpdesk by sending a request at call at toll free no.:1800 1020 990and1800 22 44 30	evoting@nsdl.co.in or
Securities held with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by
	sending a request at no. 1800 22 55 33	helpdesk.evoting@cdslindia.comor contact at toll free

Step 2:

Method of login / access to KFintech’s e-voting system in case of all members holding shares in physical mode and nonindividual members holding shares in demat mode

Type of member

Login Method

Members whose email IDs are registered with the Company / Depository Participant(s)

A. Instructions for Members whose email IDs are registered with the Company / Depository Participant(s) Members whose email IDs are registered with the Company / Depository Participant(s) will receive an email from K Fintech which will include details of E-voting Event Number (EVEN), USER ID and password. They will have to follow the following process: i) Launch internet browser by typing the URL:https://evoting.kfntech. com/ ii) Enter the login credentials (i.e. User ID and password). In case of physical folio, User ID will be EVEN (E-Voting Event Number) followed by folio number. In case of Demat account, User ID will be your DP ID and Client ID. However, if a member is registered with K Fintech for e-voting, they can use their existing User ID and password for casting the vote.

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NOTICE (CONTD.)

Gabriel India Limited Corporate Overview Statutory Reports Financial Statements Type of member Login Method iii) After entering these details appropriately, click on “LOGIN”. iv) Members will now reach the password change Menu wherein they are required to mandatorily change the password. The new password shall comprise of minimum 8 characters with at least one upper case (A-Z), one lower case (a-z), one numeric value (0-9) and a special character (@, #, $, etc.,). The system will prompt the member to change their password and update their contact details viz. mobile number, email ID etc. on frst login. Members may also enter a secret question and answer of their choice to retrieve their password in case they forget it. It is strongly recommended that members do not share their password with any other person and that they take utmost care to keep their password confdential. v) Members would need to login again with the new credentials. vi) On successful login, the system will prompt the member to select the “EVEN”, viz., ‘Gabriel India Limited’, and click on “Submit”. vii) On the voting page, enter the number of shares (which represents the number of votes) as on the Cut-off Date under “FOR/AGAINST” or alternatively, a member may partially enter any number in “FOR” and partially “AGAINST” but the total number in “FOR/AGAINST” taken together shall not exceed the total shareholding as mentioned herein above. A member may also choose the option ABSTAIN. If a member does not indicate either “FOR” or “AGAINST” it will be treated as “ABSTAIN” and the shares held will not be counted under either head. viii) Members holding multiple folios / demat accounts shall choose the voting process separately for each folio / demat account. ix) Members may then cast their vote by selecting an appropriate option and click on “Submit”. x) A confrmation box will be displayed. Click “OK” to confrm else “CANCEL” to modify. Once members have voted on the resolution(s), they will not be allowed to modify their vote. During the voting period, members can login any number of times till they have voted on the Resolution. xi) Corporate/ Institutional members (corporate / FIs / FIIs / trust / mutual funds / banks, etc.) are required to send scanned copy (pdf format) of the relevant board resolution to the Scrutiniser through e-mail to savitajyoti@yahoo.comwith a copy toevoting@kfntech.com. The fle scanned image / pdf fle of the board resolution should be in the naming format “Gabriel India Limited”. NOTICE (CONTD.)	Gabriel India Limited Corporate Overview Statutory Reports Financial Statements Type of member Login Method iii) After entering these details appropriately, click on “LOGIN”. iv) Members will now reach the password change Menu wherein they are required to mandatorily change the password. The new password shall comprise of minimum 8 characters with at least one upper case (A-Z), one lower case (a-z), one numeric value (0-9) and a special character (@, #, $, etc.,). The system will prompt the member to change their password and update their contact details viz. mobile number, email ID etc. on frst login. Members may also enter a secret question and answer of their choice to retrieve their password in case they forget it. It is strongly recommended that members do not share their password with any other person and that they take utmost care to keep their password confdential. v) Members would need to login again with the new credentials. vi) On successful login, the system will prompt the member to select the “EVEN”, viz., ‘Gabriel India Limited’, and click on “Submit”. vii) On the voting page, enter the number of shares (which represents the number of votes) as on the Cut-off Date under “FOR/AGAINST” or alternatively, a member may partially enter any number in “FOR” and partially “AGAINST” but the total number in “FOR/AGAINST” taken together shall not exceed the total shareholding as mentioned herein above. A member may also choose the option ABSTAIN. If a member does not indicate either “FOR” or “AGAINST” it will be treated as “ABSTAIN” and the shares held will not be counted under either head. viii) Members holding multiple folios / demat accounts shall choose the voting process separately for each folio / demat account. ix) Members may then cast their vote by selecting an appropriate option and click on “Submit”. x) A confrmation box will be displayed. Click “OK” to confrm else “CANCEL” to modify. Once members have voted on the resolution(s), they will not be allowed to modify their vote. During the voting period, members can login any number of times till they have voted on the Resolution. xi) Corporate/ Institutional members (corporate / FIs / FIIs / trust / mutual funds / banks, etc.) are required to send scanned copy (pdf format) of the relevant board resolution to the Scrutiniser through e-mail to savitajyoti@yahoo.comwith a copy toevoting@kfntech.com. The fle scanned image / pdf fle of the board resolution should be in the naming format “Gabriel India Limited”. NOTICE (CONTD.)
Type of member	Login Method
	iii) After entering these details appropriately, click on “LOGIN”. iv) Members will now reach the password change Menu wherein they are required to mandatorily change the password. The new password shall comprise of minimum 8 characters with at least one upper case (A-Z), one lower case (a-z), one numeric value (0-9) and a special character (@, #, $, etc.,). The system will prompt the member to change their password and update their contact details viz. mobile number, email ID etc. on frst login. Members may also enter a secret question and answer of their choice to retrieve their password in case they forget it. It is strongly recommended that members do not share their password with any other person and that they take utmost care to keep their password confdential. v) Members would need to login again with the new credentials. vi) On successful login, the system will prompt the member to select the “EVEN”, viz., ‘Gabriel India Limited’, and click on “Submit”. vii) On the voting page, enter the number of shares (which represents the number of votes) as on the Cut-off Date under “FOR/AGAINST” or alternatively, a member may partially enter any number in “FOR” and partially “AGAINST” but the total number in “FOR/AGAINST” taken together shall not exceed the total shareholding as mentioned herein above. A member may also choose the option ABSTAIN. If a member does not indicate either “FOR” or “AGAINST” it will be treated as “ABSTAIN” and the shares held will not be counted under either head. viii) Members holding multiple folios / demat accounts shall choose the voting process separately for each folio / demat account. ix) Members may then cast their vote by selecting an appropriate option and click on “Submit”. x) A confrmation box will be displayed. Click “OK” to confrm else “CANCEL” to modify. Once members have voted on the resolution(s), they will not be allowed to modify their vote. During the voting period, members can login any number of times till they have voted on the Resolution. xi) Corporate/ Institutional members (corporate / FIs / FIIs / trust / mutual funds / banks, etc.) are required to send scanned copy (pdf format) of the relevant board resolution to the Scrutiniser through e-mail to savitajyoti@yahoo.comwith a copy toevoting@kfntech.com. The fle scanned image / pdf fle of the board resolution should be in the naming format “Gabriel India Limited”.

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NOTICE (CONTD.)

Type of member

Login Method

Members whose email IDs are not registered with the Company / Depository Participant(s)

B. Instructions for Members whose email IDs are not registered with the Company / Depository Participant(s), and consequently the Notice and e-voting instructions cannot be serviced: i) Members are requested to follow the process as guided to capture the email address and mobile number for receiving the soft copy of the Notice and e-voting instructions along with the User ID and Password. In case of any queries, members may write toeinward.ris@kfntech. com. ii) Alternatively, members may send an email request at the email id einward.ris@kfntech.comalong with scanned copy of the request letter, duly signed, providing their email address, mobile number, self- attested PAN copy and Client Master copy in case of electronic folio and copy of share certifcate in case of physical folio for sending the Notice and the e-voting instructions. iii) After receiving the e-voting instructions, please follow all the above steps to cast your vote by electronic means.

i.	Method for obtaining user id and password for members who have forgotten the User ID and password	Method for obtaining user id and password for members who have forgotten the User ID and password
	Members who have forgotten the User ID and password	Members who have forgotten the user id and password, may obtain / retrieve the same in the manner mentioned below: If the mobile number of the member is registered against Folio No. / DP ID Client ID, the member may send SMS: MYEPWDE-voting Event Number (EVEN) + Folio No. or DP ID Client ID to +91 9212993399 Example for NSDL: MYEPWDIN12345612345678 Example for CDSL: MYEPWD1402345612345678 Example for Physical: MYEPWD XXXX1234567890 If email ID of the member is registered against Folio No. / DP ID Client ID, then on the home page of https://evoting.kfntech.com, the member may click ‘Forgot password’ and enter Folio No. or DP ID Client ID and PAN to generate a password. Members may send an email request toeinward.ris@kfntech.com. If the member is already registered with the KFintech e-voting platform then such member can use his / her existing User ID and password for casting the vote through remote e-voting. Members may call KFintech toll free number 1-800-309-4001 for any clarifcations / assistance that maybe required.

In case of any queries, you may refer the Frequently Asked Questions (FAQs) for shareholders and e-voting User Manual for shareholders available at the download section of https://evoting.kfntech.com/public/Faq.aspx. In case of any queries / concern / grievances, you may contact KFin Technologies Limited, Selenium, Tower B, Plot 31 & 32, Financial District, Nanakramguda, Serilingampally Mandal, Hyderabad-500032, India, at email: einward.ris@kfntech.com; 1-800-309-4001 (toll free).

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NOTICE (CONTD.)

The scrutiniser shall, immediately after the conclusion of voting at the AGM, first count the votes cast at the meeting, thereafter unlock the votes through remote e-voting in the presence of at least two witnesses, not in the employment of the Company and make, not later than 48 hours from the conclusion of the meeting, a consolidated scrutiniser’s report of the total votes cast in favour or against, if any, to the Chairperson of the Company or a person authorised by her in writing who shall countersign the same.

Registered Office:

The scrutiniser shall submit her report to the Chairperson or a person authorised by her, who shall declare the result of the voting. The results declared along with the scrutiniser’s report shall be placed on the Company’s website https://www.anandgroupindia. com/gabrielindia/ and on the website of KFintech at https://evoting.kfntech.com and shall also be communicated to the stock exchanges. The resolution shall be deemed to be passed at the Annual General Meeting of the Company Scheduled to be held on August 14, 2024.

By Order of the Board of Directors

29th Milestone, Pune-Nashik Highway, Village Kuruli, Taluka Khed, Pune - 410 501, Maharashtra, India

Place: Pune Date: May 23, 2024

Nilesh Jain Company Secretary

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NOTICE (CONTD.)

ANNEXURE A

EXPLANATORY STATEMENT AS REQUIRED UNDER SECTION 102 (1) OF THE COMPANIES ACT, 2013

ITEM NO. 5

Ratification of remuneration payable to Cost Auditors for financial year 2024-25

The Board of Directors, on the recommendation of the Audit Committee, has approved the appointment of M/s. Dhananjay V. Joshi & Associates, Cost Accountants, Pune (Firm registration No. 00030) as Cost Auditors at a remuneration of ` 1,75,000/- plus applicable taxes and out

of pocket expenses incurred for conducting the Cost Audit for financial year 2024-25.

Pursuant to Section 148 of the Companies Act, 2013 and Rule 14 of Companies (Audit and Auditors) Rules, 2014, the remuneration payable to Cost Auditor is required to be ratified by the Members of the Company.

None of the Directors and Key Managerial Personnel (‘KMP’) of the Company or their relatives is, in any way, concerned or interested financially or otherwise in the said resolution. The Board recommends the resolution set in item no. 5 for the approval of members as ordinary resolution.

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NOTICE (CONTD.)

ANNEXURE – B

Details of Director seeking appointment/re-appointment at the ensuing Annual General Meeting as required under Regulation 36(3) of SEBI Listing Regulation.

Mr. Jagdish Kumar

==> picture [497 x 184] intentionally omitted <==

----- Start of picture text -----

Name of Director Jagdish Kumar
Director Identification Number (DIN) 02082840
Date of Birth 16.01.1964
Date of Appointment as director of the Company 03.11.2015
Qualifications Commerce graduate and PGDM from Indian Institute of
Management, Bangalore with specialisation in Finance
Expertise in Functional Area Finance
Relationship with other Board members Nil
List of other Listed Companies in which Directorships held Nil
List of other Listed Companies in which Memberships/ Nil
Chairmanships of Board Committees held
Listed entities from which he has resigned in the past three years Nil
Shareholding in the Company Nil
----- End of picture text -----

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NOTICE (CONTD.)

General Information to Members for KYC Updation

SEBI has mandated that with effect from April 01, 2024, dividend to the security holders (holding securities in physical form), shall be paid ONLY through electronic mode. Such payment shall be made only after furnishing PAN, contact details viz: postal address, mobile number and email address or bank account details (bank and branch name, bank account number, IFS code) or specimen signature.

Further relevant FAQs published by SEBI on its website can be viewed at the following link: https://www.sebi.gov.in/sebi_data/ - faqfles/jan 2024/1704433843359.pdf

Additionally, SEBI has mandated the listed companies to issue securities in dematerialised form only while processing service requests viz., Issue of duplicate securities certificate; claim from unclaimed suspense account; renewal/exchange of securities certificate; endorsement; sub-division/splitting of securities certificate; consolidation of securities certificates / folios; transfer of securities including transmission and transposition. It may be noted that any service request can be processed only after the folio is KYC Compliant.

Members holding shares in electronic form and who have not updated their KYC details are requested to submit the details to their Depository Participants.

Members holding shares in physical mode and who have not updated their KYC details as above are requested to furnish the documents/ details to the Company’s RTA at their earliest convenience. Relevant forms for making requests can be downloaded from the website of Company’s RTA at: https://ris.kfntech.com/clientservices/isc/default.aspx#isc_download_hrd

ISR Form(s) and the supporting documents can be provided by any one of the following modes:

• a) Through ‘In Person Verification’ (IPV): the authorised person of the RTA shall verify the original documents furnished by the investor and retain copy(ies) with IPV stamping with date and initials;

• b) Through hard copies which are self-attested, which can be shared on the address below.

Name	KFin Technologies Limited Unit: Gabriel India Limited
Address	Selenium Building, Tower-B, Plot No 31 and 32, Financial District, Nanakramguda, Serilingampally,Hyderabad, Rangareddy, Telangana India - 500 032.

c) Through electronic mode with e-sign by following the link: https://ris.kfntech.com/clientservices/isc/isrforms.aspx

Detailed FAQ can be found on the link: https://ris.kfntech.com/faq.html

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NOTICE (CONTD.)

Road map of AGM Venue

==> picture [474 x 317] intentionally omitted <==

345

GABRIEL INDIA LIMITED

CIN: L34101PN1961PLC015735

Regd. Office: - 29[th] Milestone, Pune-Nashik Highway, Village Kuruli, Tal. Khed, Pune – 410501, India Ph.No. +91 (2135) 610793 • Email Id: secretarial@gabriel.co.in • Website: www.gabrielindia.com

ATTENDANCE SLIP

62[nd] Annual General Meeting Wednesday, August 14, 2024

Registered Folio no. / DP ID no. / Client ID no.

Number of Shares held

I certify that I am a member / proxy for the member of the Company.

I hereby record my presence at the 62[nd] Annual General Meeting of the Company at the Auditorium, 29[th] Milestone, Pune – Nashik Highway, Village – Kuruli, Taluka – Khed, Pune – 410 501, Maharashtra, India, on Wednesday, August 14, 2024, being the Registered office of the Company at 02:30 P.M.

…………………………………………………………………………. …………………………………………………………………………. Name of the member / proxy Signature of the members / proxy (in BLOCK letters)

Note : Please fill up this attendance slip and hand it over at the entrance of the meeting hall.

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GABRIEL INDIA LIMITED

CIN: L34101PN1961PLC015735

Regd. Office: - 29[th] Milestone, Pune-Nashik Highway, Village Kuruli, Tal. Khed, Pune – 410501, India Ph.No. +91 (2135) 610793 • Email Id: secretarial@gabriel.co.in • Website: www.gabrielindia.com

PROXY FORM

[Pursuant to Section 105 (6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014

62[nd] Annual General Meeting Wednesday, August 14, 2024

Name of the Member(s) Registered address Folio No. / Client ID DP ID I /We, being the member(s) of …………………....... shares of the above named company, hereby appoint Name : ………………………………………………….………………………………………………….………………………………........................................………………….………………… Email : ………………………………………………….………………………………………………….………………………………………………….…………………......................................... Address : ………………………………………………….………………………………………………….………………………………………………….………………....................................... ………………………………………………………....................................….…………………………Signature ____ or failing him / her Name : ………………………………………………….………………………………………………….………………………………........................................………………….………………… Email : ………………………………………………….………………………………………………….………………………………………………….…………………......................................... Address : ………………………………………………….………………………………………………….………………………………………………….………………....................................... ………………………………………………………....................................….…………………………Signature ____ or failing him / her Name : ………………………………………………….………………………………………………….………………………………........................................………………….………………… Email : ………………………………………………….………………………………………………….………………………………………………….…………………......................................... Address : ………………………………………………….………………………………………………….………………………………………………….………………....................................... ………………………………………………………....................................….…………………………Signature _____

as my / our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 62[nd] Annual General Meeting of the Company to be held on Wednesday, August 14, 2024 at 02:30 P.M. at the Auditorium, Gabriel India Limited, 29[th] Milestone, Pune – Nashik Highway, Village – Kuruli , Taluka – Khed , Pune – 410 501 , Maharashtra, India and at any adjournment thereof in respect of such resolutions as are indicated below :

Resolution No.	Resolution(s)	Vote (Optional see (Please mention no.	Vote (Optional see (Please mention no.	Note 2) of shares)
		For	Against	Abstain
Ordinary Business:
1	To receive, consider and adopt the Audited Financial Statements of the Company for the fnancial year ended March 31, 2024, together with the Reports of Board of Directors and Auditors thereon
2	To receive, consider and adopt the Audited Consolidated Financial Statements of the Company for the fnancial year ended March 31, 2024, together with the Reports of Board of Directors and Auditors thereon
3	To declare fnal dividend for the fnancialyear 2023-2024
4	To appoint a director in place of Mr. Jagdish Kumar (DIN: 00318558), who retires byrotation and beingeligible,offers himself for re- appointment
Special Business:
5	Ratifcation of remunerationpayable to Cost Auditors for fnancialyear 2024-25
Signed this ……………………………………...........…………..day of …………………………….......……………..2024. ………………………………............... ...................………………………………….. Signature of the member Signature of the proxy holder(s)		Affx revenue stamp of not less than Re. 1/-
			Affx revenue stamp of not less than Re. 1/-

• Notes : 1. This form, in order to be effective, should be duly stamped, completed, signed and deposited at the Registered Office of the Company, not less than 48 hours before the meeting.

• It is optional to indicate your preference. If you leave the ‘For’, ‘Against’ or ‘Abstain’ Column blank against any or all resolutions, your proxy will be entitled to vote in the manner as he /she may deem appropriate.

347

NOTES

348