Gabriel India Ltd. — Proxy Solicitation & Information Statement 2026

Feb 10, 2026

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Date: February 10, 2026

BSE Limited 25th Floor, P. J. Towers, Dalal Street, (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 meeting of the Equity Shareholders of Gabriel India Limited to be convened as per directions of Hon’ble National Company Law Tribunal, Mumbai Bench (“NCLT”) in the matter of Composite Scheme of Arrangement for Amalgamation of Anchemco India Private Limited (formerly known as Andasia Private Limited) (the “Transferor Company”) with and into Asia Investments Private Limited (the “Transferee Company” for Part C of the Scheme and the “Demerged Company” for Part D of the Scheme); and Demerger of Automotive Undertaking (as defined in the proposed scheme) of Asia Investments Private Limited (the “Transferee Company” for Part C of the Scheme and the “Demerged Company” for Part D of the Scheme) into Gabriel India Limited (the “Resulting Company”) and their respective Shareholders, under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 (“Scheme").

Ref.: Disclosure under Regulation 30 and other applicable Regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended, (“Listing Regulations”)

Dear Sir/ Madam,

We are enclosing herewith the copy of the notice convening the meeting of the Equity Shareholders of the Company. This notices include, inter alia, a copy of the proposed Composite Scheme of Arrangement, the accompanying explanatory statement, and relevant annexures, as required under Section 230(3) of the Companies Act, 2013, read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.

The notice is being circulated pursuant to the directions issued by the Hon'ble National Company Law Tribunal, Mumbai bench vide its order dated January 29, 2026, for the purpose of considering and, if deemed appropriate, approving the proposed Scheme, with or without modification(s), under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013.

Brief details of the meetings are given as under:

Particulars	Meetingof the EquityShareholders
Day, Date & Time of the Meeting	Wednesday, March 18, 2026 at 11:00 A.M
Mode of Meeting	As per the Directions of the Hon'ble National Company Law Tribunal, Mumbai Bench, the Meeting shall be conducted through Video conference (VC) and/or other audio and visual means(OAVM)
Cut-off Date for E-voting	Wednesday,March 11,2026
Remote E-voting Start date and Time	Sunday, March 15, 2026 at 09:00 A.M
Remote E-voting End date and Time	Tuesday, March 17, 2026 at 05:00 P.M

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The copies of the Notice of the Meeting of the Equity Shareholders is also available on the website of the Company at https://www.anandgroupindia.com/gabrielindia and being made available at website of RTA, KFIN Technologies Limited, at evoting.kfintech.com.

The Notice of the said Meeting is being dispatched in accordance with the modes specified in the Hon'ble NCLT's Order dated January 29, 2026. Further, a letter (as per specimen attached herewith) containing the day, date, time, and other requisite particulars for participating in the Meetings via VC /OAVM, along with the web link (including the precise navigation path) for accessing the complete set of Notice and accompanying documents, as well as a QR Code facilitating direct access, has been issued to those Equity Shareholders whose email addresses are not available in the records of the Company.

We request you to take the above information on record

Thanking you,

For Gabriel India Limited

NILESH Digitally signed by NILESH KUMAR KUMAR JAIN Date: 2026.02.10 JAIN 12:53:28 +05'30' Nilesh Jain Company Secretary

Email id: secretarial@gabriel.co.in

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GABRIEL INDIA LIMITED

CIN: L34101PN1961PLC015735

Registered Office: 29th Milestone, Pune Nashik Highway, Village Kuruli, Taluka Khed Pune - 410501 Maharashtra, India Phone: +91 2135 610 700 Email: secretarial@gabriel.co.in

Website: https://www.anandgroupindia.com/gabrielindia

To

10[th] February, 2026

The Equity Shareholders Gabriel India Limited

Subject: Letter regarding notice for convening the meeting of the equity shareholders of Gabriel India Limited

Dear Sir / Madam,

You are hereby informed that by an order pronounced on 29[th] January, 2026, in the Company Scheme Application (the “Order”), the Hon’ble National Company Law Tribunal, Mumbai Bench (“NCLT”), has directed that a meeting of the equity shareholders of Gabriel India Limited (the “Company”) be convened for the purpose of considering, and if thought fit, approving with or without modification, the Composite Scheme of Arrangement of Anchemco India Private Limited (Formerly known as Andasia Private Limited) (“Transferor Company” or “First Applicant Company”) with and into Asia Investments Private Limited (“Transferee Company” for Part C of the Scheme and “Demerged Company” for Part D of the Scheme or “Second Applicant Company”) and Demerger of Demerged Undertaking of Asia Investments Private Limited (“Transferee Company” for Part C of the Scheme and “Demerged Company” for Part D of the Scheme or “Second Applicant Company”) into Gabriel India Limited (“Resulting Company” or “Third Applicant Company”) and their respective shareholders under Sections 230-232 of the Companies Act, 2013 and other applicable provisions, if any, of the Companies Act, 2013 (“Scheme”), as applicable, and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, SEBI Master Circular No. SEBI/HO/CFD/PoD-2/P/CIR/2023/93, dated June 20, 2023 and/or any other circulars issued by SEBI applicable to schemes of arrangement from time to time and various other matters consequential or integrally connected therewith under applicable laws, in connection with the proposed Scheme.

The Board of Directors of the Company at their meeting held on 30[th] June, 2025, have approved the Scheme, subject to the approval of requisite majority of shareholders of the Company as may be required, and subject to the sanction of the Hon’ble NCLT and such other authorities as may be necessary.

In pursuance of the Order of the NCLT and as directed therein further, it is hereby informed that a meeting of the equity shareholders of the Company will be held on Wednesday, 18[th] March, 2026 at 11:00 A.M. (IST) through Video Conferencing (“VC”) / Other Audio-Visual Means (“OAVM”) (“Meeting”) in compliance with the applicable provisions of the Compaines, Act 2013 and General Circulars No. 14/2020 dated April 08, 2020; No. 20/2020 dated May 05, 2020 and all subsequent circulars in this regard, the latest being No. 03/2025 dated September 22, 2025 issued by the Ministry of Corporate Affairs, Government of India (collectively referred to as the “MCA Circulars”) read with Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020 and all subsequent circulars in this regard, the last being SEBI/HO/CFD/CFD-PoD-2/P/CIR/2024/133 dated 3rd October 2024 issued by the Securities and Exchange Board of India (“SEBI”) (“SEBI Circulars”). The equity shareholders of the Company are requested to attend the Meeting through VC/OAVM using link: https://emeetings.kfntech.com. Further, you may also refer to the detailed instructions for joining the Meeting and manner of casting vote through remote e-voting or e-voting during the Meeting as given in the notes to the notice of the Meeting.

The notice of the Meeting along with its explanatory statement and all relevant annexures thereto are available on the website of the Company at www.anandgroupindia.com/gabrielindia and weblink to access the same is https://www.anandgroupindia.com/wp-content/uploads/2026/02/Gabriel_EquityShareholders-Notice_Final.pdf. The aforesaid notice of the Meeting may also be available on the website of the BSE Limited at https://www.bseindia.com/ and National Stock Exchange of India Limited at https://www.nseindia.com/. The complete notice along with its explanatory statement and annexures can also be accessed through the QR Code given below.

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If you have any queries or issues regarding attending Meeting and e-voting from the Kfintech e-voting system, you can write an email at secretarial@gabriel.co.in.

Procedure for registration of email IDs for equity shareholders whose email IDs are not registered:

(a) For equity shareholders holding shares in physical mode: Please provide necessary details in prescribed Form ISR-1 pursuant to SEBI Circular No. SEBI/ HO/MIRSD/POD-1/P/CIR/2024/37 dated May 07, 2024 to Company’s RTA (KFIN Technologies Limited, Selenium Building, Tower-B, Plot No 31 & 32, Financial District, Nanakramguda, Serilingampally, Hyderabad, Rangareddy, Telangana, India - 500 032 and Email: einward.ris@kfntech.com) through modes as permitted in the said circular. Equity shareholders may access the said form available on the website of the Kfintech at https://ris.kfntech.com/clientservices/isc/isrforms. aspx

(b) For equity shareholders holding shares in Demat mode: Please contact your respective Depository Participant (DP).

Further, as directed in the Order, the advertisements of the notice of the Meeting containing the day, date, time and the process/links to join the Meeting as mentioned above will also be published on 11[th] February, 2026 in the Newspapers “Business Standard” in English language and “Loksatta’” in the Marathi language. Copies of the aforesaid advertisements would also be available on www.anandgroupindia.com/gabrielindia. Further, copies of the aforesaid advertisements may also be available on the aforesaid websites of the BSE Ltd. and National Stock Exchange of India Ltd. Copy of the aforesaid notice of the Meeting along with its explanatory statement and all relevant annexures thereto (including Scheme) shall be available and provided free of charge at the Registered Office of the Company to eligible persons.

Sd/Mr. H. V. Subba Rao Chairperson appointed for the meeting

Dated this 10[th] day of February, 2026 Place: Visakhapatnam