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 12:37:43 +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

NOTICE CONVENING THE MEETING OF THE EQUITY SHAREHOLDERS OF GABRIEL INDIA LIMITED (‘RESULTING COMPANY’) PURSUANT TO THE DIRECTIONS OF THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH – I

MEETING DETAILS:

MEETING DETAILS:
Day	Wednesday
Date	18th March 2026
Time	11:00 A.M.
Mode	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)
Venue	Deemed Venue would be the registered offce of the Company situated at 29th Milestone, Pune-Nashik Highway, Village Kuruli, Taluka Khed, Pune, Maharashtra,India – 410501.
Cut-off date for sendingthe notice to eligible shareholders	Friday,30thJanuary2026
Cut-off date for e-voting	Wednesday,11th March,2026
Remote e-votingstart date and time	Sunday,15th March,2026,09:00 A.M.
Remote e-votingend date and time	Tuesday,17th March,2026,05:00 P.M.

The shareholding pattern of Promoter/Promoter Group and Public shareholders before and after implementation of Scheme is depicted as under:

Category	Pre-Scheme Shareholding (%)	Post-Scheme Shareholding (%)	Change (%)
Promoter/Promoter Group	55	63.53	15.51
Public Shareholders	45	36.47	-18.96

The increase in shareholding of promoter and promoter group is attributable to the issuance of shares of Resulting Company to the shareholders of Transferee Company in consideration of the demerger of the Demerged Undertaking from Transferee Company to Resulting Company pursuant to the Scheme.

The shareholders may note that implementation of Scheme shall result in increase in the shareholding of Promoter/Promoter Group from 55% to 63.53%. Shareholders may also note that approval of the shareholders to Scheme of merger would also result in to them agreeing to increase in shareholding of promoters on implementation of the scheme. Therefore, investors should read all the Scheme-related documents before exercising their voting rights.

E-VOTING DURING THE MEETING:

E-voting through VC/OAVM facility shall also be available to the Equity Shareholders of the Resulting Company during the meeting.

GABRIEL INDIA LIMITED

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Index

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Sr. Contents Page No.
No.
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Sr. No.	Contents	Page No.
1	Notice convening Meeting of Equity Shareholders of Gabriel India Limited ('the Company') pursuant to Order dated 29thJanuary, 2026 of the Hon’ble National Company Law Tribunal, Mumbai Bench.	1
2	Explanatory Statement under Sections 102, 230 to 232 of the Companies Act, 2013 (‘the Act’) read with Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“SEBI Listing Regulations”) and other applicable provisions of the Act.	8
ANNEXURES
3	Report of the Audit Committee recommending the Scheme to the Board of Directors of Resulting Company(Annexure 1)	23
4	Report of the Independent Directors recommending the Scheme to the Board of Directors of Resulting Company(Annexure 2)	34
5	Audited Financial Statements of the Resulting Company as on 31stMarch, 2025 and Provisional Unaudited Financial Statements as on 30thSeptember 2025(Annexure 3A and 3B )	46
6	Report on the effect of the Scheme on the shareholders, promoters, non-promoter shareholders, and key managerial personnel/Directors of the Company as adopted by the Board of Directors of the Resulting Company pursuant to the provisions of Section 232(2)(c) of the Act(Annexure 4 )	140
7	A copy of the E-form GNL-1 of the Resulting Company, Transferor Company and Transferee Company(Annexure 5A to 5C)	146
8	Audited Financial Statements of the Transferor Company as on 31stMarch 2025 and Provisional Unaudited Financial Statements as on 31st October 2025(Annexure 6A and 6B)	163
9	Report on the effect of the Scheme on the shareholders, promoters, non-promoter shareholders, and key managerial personnel/Directors of the Company as adopted by the Board of Directors of the Transferor Company pursuant to the provisions of Section 232(2)(c) of the Act(Annexure 7)	234
10	Audited Financial Statements of the Transferee Company as on 31stMarch, 2025 and Provisional Unaudited Financial Statements as on 31st October 2025(Annexure 8A and 8B)	241
11	Report on the effect of the Scheme on the shareholders, promoters, non-promoter shareholders, and key managerial personnel/Directors of the Company as adopted by the Board of Directors of the Transferee Company pursuant to the provisions of Section 232(2)(c) of the Act(Annexure 9)	318
12	Composite Scheme of Arrangement(Annexure 10)	323
13	Share Exchange Reports issued by the Registered Valuers– Securities or Financial Assets and Report of Fairness Opinion on the Share Exchange Ratio given by a SEBI registered Merchant Banker(Annexure 11A to 11C)	374
14	Certifcate from the Statutory Auditor of the Resulting Company and Transferee Company to the effect that the accounting treatment, if any, proposed in the Scheme is in conformity with the Accounting Standards prescribed under Section 133 of the Companies Act, 2013 (Annexure 12A and 12B)	413
15	Observation Letter dated 18thNovember 2025, issued by BSE to Resulting Company Limited(Annexure 13)	475
16	Observation Letter dated 17thNovember 2025, issued by National Stock Exchange of India Limited to Resulting Company(Annexure 14)	480
17	Complaint Report as fled with BSE Limited by the Resulting Company(Annexure 15)	485
18	Complaint Report as fled with National Stock Exchange of India Limited by the Resulting Company(Annexure 16)	487
19	Copy of order dated 29thJanuary 2026 passed by the Hon’ble National Company Law Tribunal, Mumbai Bench(Annexure 17)	489
20	Compliance Reports under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 of Resulting Company(Annexure 18)	503
21	Note in respect of details of ongoing adjudication and recovery proceedings, prosecution initiated and all other enforcement action taken, if any, against the Resulting Company, and its promoters and directors(Annexure 19)	506
22	Abridge Prospectus of all the unlisted companies involved in the Scheme(Annexure 20A and 20B)	515
23	Note in respect of need and rationale of the Scheme, Synergies of business of the companies involved in the Scheme, Impact of the Scheme on the shareholders and cost beneft analysis of the Scheme(Annexure 21)	550
24	Details of Revenue, PAT and EBIDTA of Resulting Company and Transferee Company for last 3 years(Annexure 22A and 22B)	555
25	Change in the shareholding pattern of the Transferee Company and Resulting Company between the date of fling of the Draft Scheme with the Stock Exchanges and the date of Notice of to the Shareholders(Annexure 23)	557
26	Capital built-up of Transferor Company, Transferee Company and Resulting Company for last 10 years(Annexure 24A to 24C)	558
27	Shareholding pattern of the Transferor Company and Transferee Company for previous three years fled with the ROC(Annexure 25A and 25B)	561
28	Value of Assets and Liabilities of Transferor Company, Transferee Company and Resulting Company that are being transferred to Resulting Company(Annexure 26)	567
29	Post-Scheme balance sheet of Transferee Company and Resulting Company(Annexure 27)	568
30	Additional information submitted in Annexure M of Regulation 37 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015(Annexure 28)	569

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

Sd/Mr. H. V. Subba Rao Chairperson appointed by Hon’ble NCLT for the Meeting of Equity Shareholders of Gabriel India Limited

GABRIEL INDIA LIMITED

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BEFORE THE NATIONAL COMPANY LAW TRIBUNAL BENCH AT MUMBAI

COMPANY SCHEME APPLICATION NO C.A. (CAA) /281(MB)2025

In the matter of the Companies Act, 2013

AND

In the matter of Sections 230 to 232 and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.

AND

In the matter of 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”)

Companies Act, 2013 (“Scheme”)
Anchemco India Private Limited (Formerly known as Andasia Private Limited)	... TRANSFEROR COMPANY
Asia Investments Private Limited	... TRANSFEREE COMPANY/ DEMERGED COMPANY
Gabriel India Limited	... RESULTING COMPANY
…. Collectively known as Companies

FORM NO. CAA. 2

[Pursuant to Section 230(3) of the Companies Act, 2013 and Rule 6 and 7 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016] NOTICE CONVENING THE MEETING OF EQUITY SHAREHOLDERS OF GABRIEL INDIA LIMITED

To,

The Equity Shareholders Gabriel India Limited

1. Notice is hereby given that by an Order pronounced on 29[th] January, 2026 the Mumbai Bench of National Company Law Tribunal (hereinafter referred as “Tribunal”/”NCLT”), has directed the meeting of Equity Shareholders of Gabriel India Limited to be convened and held on Wednesday, 18[th] March 2026 at 11:00 A.M. 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”) by passing the following Resolution:

“ RESOLVED THAT pursuant to the provisions of Sections 230 to 232 of the Companies Act, 2013 (‘‘the Act’’), Companies (Compromises, Arrangements and Amalgamations), Rules 2016, the National Company Law Tribunal Rules, 2016 (‘‘the Rules’’) and other applicable provisions, if any, of the Act and the Rules, (including any statutory modification(s) or re-enactment(s) thereof for the time being in force), the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended and other applicable provisions of the regulations and guidelines issued by the Securities and Exchange Board of India (“SEBI”) from time to time, the Observation Letters issued by BSE Limited and National Stock Exchange of India Limited, the Memorandum and Articles of Association of the Company and subject to sanction by the Hon’ble National Company Law Tribunal, Mumbai Bench (‘‘Hon’ble Tribunal’’) and other requisite consents and approvals, if any and subject to such terms and conditions and modification(s) as may be imposed, prescribed or suggested by the Hon’ble Tribunal or other appropriate authorities, the Composite Scheme of Arrangement between 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”) in terms of the draft enclosed to this Notice, be and is hereby approved.

RESOLVED FURTHER THAT the Board of Directors (hereinafter referred to as the “Board”, which term shall deemed to mean and include any empowered committee of directors constituted by the Board to exercise its powers including the powers conferred hereunder) be and is hereby authorized to sign, seal and deliver all documents, agreements and deeds and perform all acts, matters and things and to take all such steps as may be necessary or desirable to give effect to this resolution and effectively implement the Scheme and to accept such modifications, amendments, limitations and/or conditions, if any, which may be required and/or imposed by the Hon’ble Tribunal, or such other regulatory/statutory authorities while sanctioning the Scheme.

RESOLVED FURTHER THAT the Board may delegate all or any of its powers herein conferred to any Director(s) and/ or officer(s) of the Company, to give effect to this Resolution, if required, as it may in its absolute discretion deem fit, necessary or desirable, without any further approval from Shareholders of the Company.”

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

Sd/Mr. H. V. Subba Rao Chairperson appointed by Hon’ble NCLT for the Meeting of Equity Shareholders of Gabriel India Limited

GABRIEL INDIA LIMITED

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NOTES:

1. In pursuance of the said Order and as directed therein, meeting of the Equity Shareholders of the Resulting Company is being convened through video conference (VC) and/or other audio and visual means (OAVM) for the purpose of considering, and if thought fit, approving the proposed Scheme following the operating procedures referred to in 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 3[rd] October 2024 issued by the Securities and Exchange Board of India (“SEBI”) (“SEBI Circulars”).

2. The Equity Shareholders shall have the facility and option of voting through VC/ OAVM during the meeting and in addition to the same, the Equity Shareholders shall have the facility and option of voting on the resolution for approval of the Scheme by casting their votes through remote e-voting prior to the meeting during the period commencing from Sunday, 15[th] March 2026 at 09:00 A.M. and ends on Tuesday, 17[th] March 2026 at 05:00 P.M. The voting rights of Equity Shareholders shall be in proportion to their shareholding in the paid-up equity share capital of the Resulting Company as on Wednesday,11[th] March 2026 being the cut-off Date (“Cut-off Date”). A person who is not an equity shareholder as on the Cut-off Date, should treat the Notice for information purpose only. The Equity Shareholders opting to cast their votes by remote e-voting or e-voting during the Meeting through VC/OAVM are requested to read the instructions in the Notes of this Notice for further details on remote e-voting and e-voting through VC/OAVM during the Meeting.

3. Pursuant to the Order of the NCLT, the Resulting Company has exercised the option to convene the Meeting of Equity Shareholders by VC/OAVM, and there is no requirement of appointment of proxies as per General Circular No. 14/2020 dated 08[th] April, 2020. Accordingly, the facility of appointment of proxies by Equity Shareholders under Section 105 of the Act will not be available for the said Meeting. However, in pursuance of Sections 112 and 113 of the Act read with Rule 10 of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016, where a body corporate is a member, authorized representatives of the body corporate may be appointed for the purpose of voting through remote e-voting, for participation in the Meeting through VC/OAVM facility and e-voting during the Meeting provided an authority letter/power of attorney by the Board of Directors or a certified copy of the resolution passed by its Board of Directors or other governing body of such corporate authorizing such person to attend and vote at the Meeting through VC/OAVM as its representative, who are authorized to vote, shall email to the Resulting Company at secretarial@gabriel.co.in, the Scrutinizer at pranay@luniyaadvisors.com with a copy marked to einward.ris@kfntech.com not later than 48 (forty eight) hours before the time scheduled for holding the Meeting.

4. A copy of the Scheme, the Explanatory Statement under Sections 230(3), 232(1), 232(2) and 102 of the Act read with Rule 6 of the Rules, along with the enclosures as indicated in the Index, are enclosed herewith. In compliance with the Order and the MCA and SEBI Circulars, the notice of this Meeting, together with the documents accompanying the same, is being sent through electronic mode to those Equity Shareholders of the Resulting Company whose e-mail addresses are registered with the Company/Registrar and Share Transfer Agent (RTA)/ Depository Participant(s) (“DP”), and through letters to the Equity Shareholders whose email addresses are not available with the Company’s records containing the day, date, time and other details for joining the Meeting through VC/ OAVM and the weblink, including the exact path, where complete details of the Notice along with its explanatory statement and the relevant annexures thereto including the resolution to be passed in the proposed Meeting can be accessed, by such Equity Shareholders whose email addresses are not available with the Company. In addition to the above, the letter will also contain a QR Code through which the relevant Equity Shareholders can directly access the complete Notice of the Meeting and the accompanying documents mentioned in the Index. Physical copy of this Notice along with accompanying documents will be sent free of charge to those who request for the same. A copy of this Notice and the accompanying documents will be hosted on the website of the Resulting Company at www.anandgroupindia.com/gabrielindia and will also be available on the website of BSE Limited (“BSE”) at www.bseindia.com and National Stock Exchange of India Limited (“NSE”) at www.nseindia.com and also on the website of KFIN Technologies Limited (“KFintech”/”RTA”) at https:// evoting.kfntech.com/. A copy of the Scheme along with the Notice and Explanatory Statement can be obtained free of charge, between 2:00 P.M. to 4:00 P.M. on any day (except Saturday, Sunday and public holidays) up to one day prior to the date of the meeting from the Registered Office of the Resulting Company or by sending a request, along with details of your shareholding in the Resulting Company, by e-mail at secretarial@gabriel.co.in.

5. All the documents referred to in the accompanying notice and explanatory statement shall be available for inspection through electronic mode, basis the request being sent on secretarial@gabriel.co.in and also available on Resulting Company website at http://www.anandgroupindia.com/gabrielindia.

6. In accordance with the provisions of Sections 230 to 232 of the Act, the Scheme shall be considered as approved by the Equity Shareholders only if the Scheme is approved by majority of persons representing three-fourth in value of the Equity Shareholders of the Resulting Company, voting through remote e-voting and e-voting facility made available during the Meeting through VC/ OAVM.

7. Further, in accordance with the SEBI Master Circular No SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated 20[th] June, 2023, the Scheme shall be acted upon only if the votes cast by the public shareholders in favour of the aforesaid resolution for approval of the Scheme are more than the number of votes cast by the public shareholders against it.

8. The Tribunal has appointed Mr. H. V. Subba Rao as the Chairperson for the meeting of the Equity Shareholders of the Resulting Company for the purpose of consideration of the Scheme, and Practicing Chartered Accountant, Pranay Luniya, shall be the Scrutinizer of the said meeting.

9. The above-mentioned Scheme, if approved by the Equity Shareholders, will be subject to the subsequent approval of the Tribunal.

GABRIEL INDIA LIMITED

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General information for accessing and participating in the Meeting through VC Facility and voting through electronic means including Remote E-voting:

1. In accordance with the MCA and SEBI Circulars, provisions of the Act and the Listing Regulations, the Meeting is being held through VC/ OAVM on Wednesday, 18[th] March 2026 at 11:00 A.M. without the physical presence of the equity shareholders in common venue. Accordingly, the deemed venue of the Meeting shall be registered office of the Resulting Company. The equity shareholders can join the meeting through VC/OAVM 15 minutes before and after the scheduled time of the commencement of the meeting by following the procedure mentioned in the notice.

2. The Company is providing the facility of remote e-voting and e-voting at the equity shareholders meeting in respect of the businesses to be transacted at the equity shareholders meeting. For this purpose, the Company has appointed KFin Technologies Limited (‘KFintech’) for facilitating voting through electronic means, as authorized e-voting agency. The facility of casting votes by a equity shareholder using remote e-voting as well as e-voting during the meeting will be provided by KFintech.

3. Only registered Equity Shareholders of the Resulting Company can attend and vote at the meeting (either in person or by Authorised Representative). Although pursuant to the provisions of the Act, a member entitled to attend and vote at this meeting is entitled to appoint a proxy to attend and vote on his/her behalf and the proxy need not be a member of the Resulting Company, but since this meeting is being held pursuant to the MCA Circular, SEBI circular through VC/ OAVM, the requirement of physical attendance of members has been dispensed with. Accordingly, the facility for appointment of proxies by the members will not be available for this meeting and hence the proxy form, attendance slip and route map of this meeting are not annexed to this notice.

4. The cut-off date to determine the eligibility to attend and vote by remote e-voting or e-voting through VC/OAVM during the Meeting shall be as per applicable law (“ Cut-off Date ”). The Equity Shareholders whose name is recorded in the Register of Members maintained by the Resulting Company/Registrar and Transfer Agent or in the Register of Beneficial Owners maintained by the Depositories as on the Cut-off date i.e., Wednesday, 11[th] March 2026 , shall be entitled to avail the facility of remote e-voting or e-voting during the Meeting through VC/OAVM, as the case may be.

5. Physical shareholders are hereby notified that based on SEBI Circular SEBI/HO/MIRSD/MIRSD PoD-1/P/ CIR/2023/37, dated March 16, 2023, all holders of physical securities in listed companies shall register the postal address with PIN for their corresponding folio numbers. It shall be mandatory for the security holders to provide mobile number. Moreover, to avail online services, the security holders can register e-mail ID. Holder can register/update the contact details through submitting the requisite ISR 1 form along with the supporting documents.

ISR 1 Form can be obtained by following the link: https://ris.kfntech.com/clientservices/isc/isrforms.aspx

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

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

• (ii) Through hard copies which are self-attested, which can be shared on the address below; or

Name KFIN Technologies Limited Address Selenium Building, Tower-B, Plot No 31 & 32, Financial District, Nanakramguda,Serilingampally,Hyderabad,Rangareddy,Telangana India - 500 032. (iii) 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	Name	KFIN Technologies Limited
	Address	Selenium Building, Tower-B, Plot No 31 & 32, Financial District, Nanakramguda,Serilingampally,Hyderabad,Rangareddy,Telangana India - 500 032.

1. Shareholders holding shares in dematerialized mode are requested to register/ update their email address with the relevant Depository Participants.

2. Any person, who acquires shares and becomes a Member of the Resulting Company after dispatch of the notice and holding shares as on the Cut-off date, may follow the same instruction as mentioned above for e-voting. A person who is not a Member as on the Cut-off Date should treat the Notice for information purpose only.

3. Only those Equity Shareholders who will be present at the Meeting through VC/OAVM facility and have not cast their vote by remote e-voting prior to the Meeting and are otherwise not barred from doing so, shall be eligible to vote through e-voting system during the Meeting. However, the Equity Shareholders who have cast their votes by remote e-voting prior to the Meeting will be eligible to participate at the Meeting but shall not be eligible to cast their vote again during the Meeting.

4. In case of joint holders, the member whose name appears as the first holder in the order of names will be entitled to vote at the meeting.

5. Each equity shareholder can opt for only one mode of voting i.e. (a) remote e-voting prior to Meeting or (b) e-voting through VC/OAVM during the Meeting as arranged by Kfin Technologies Limited, Registrar and Share Transfer Agent on behalf of the Resulting Company. If an equity shareholder cast votes by both modes, then voting done through remote e-voting shall prevail. Once the vote on a resolution is cast, the equity shareholder shall not be allowed to change the same subsequently or cast the vote again.

6. The Explanatory Statement pursuant to Sections 230(3), 232(1), 232(2) and Section 102 of the Act, and Rule 6 of the Companies (Compromises, Arrangements and Amalgamations) Rules 2016 setting out the material facts concerning the Special Business and details of the arrangement is annexed hereto.

7. Members attending the meeting through VC/OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.

8. The quorum for the said meeting shall be as per the Order . Further, in terms of the Tribunal Order, in the event the aforesaid quorum for the Meeting is not present at the commencement of the Meeting, then the Meeting shall be adjourned by 30 (thirty) minutes and thereafter the equity shareholders present at the Meeting shall be deemed to constitute requisite quorum.

9. The Tribunal has appointed Mr. H. V. Subba Rao as the Chairperson for the meeting of the Equity Shareholders of the Resulting Company for consideration of the Scheme, and Practicing Chartered Accountant, Pranay Luniya shall be the Scrutinizer, to scrutinize votes cast electronically through remote e-voting and e-voting through VC/OAVM during the Meeting in a fair and transparent manner. The Scrutinizer shall submit a consolidated report on votes cast to the Chairperson of the Meeting or to the person so authorised by the Chairperson. The scrutinizer’s decision on the validity of the votes cast electronically shall be final.

10. The remote e-voting period commences on Sunday, 15[th] March 2026 at 09:00 A.M. and ends on Tuesday 17[th] March 2026 at 05:00 P.M. During the remote e-voting period, Equity Shareholders of the Resulting Company holding shares either in physical form or in dematerialised form, as on the cut-off date i.e. Wednesday, 11[th] March 2026 , may cast their vote electronically. The remote e-voting module shall be disabled by KFintech for voting on Tuesday, 17[th] March 2026 after 05:00 P.M. The detailed instructions for joining the Meeting through VC/OAVM and process and manner of remote e-voting and voting during the meeting form part of this Notice.

11. The Notice convening the aforesaid meeting, day, date, place and time of the meeting will be published through advertisement in the following newspapers, namely, (i) “Business Standard” in the English language; and (ii) “Loksatta” in the Marathi language.

12. The notice along with all the annexures are being sent to all the Equity Shareholders whose names appear in the register of members/list of beneficial owners on cut off date i.e. Friday, 30[th] January 2026 in accordance with the Order.

18. SPEAKER REGISTRATION

• Equity shareholders, who would like to ask questions during the meeting will have to register themselves as a speaker by visiting the URL https://emeetings. kfntech.com/ and clicking on the tab ‘Speaker Registration’ during the period starting from Sunday, 15[th] March 2026 to Monday, 16[th] March 2026 . Only those equity shareholders who have registered themselves as a speaker will be allowed to ask questions during the meeting. The Company reserves the right to restrict the number of speakers depending on the availability of time for the meeting.

GABRIEL INDIA LIMITED

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19. DECLARATION OF RESULTS ON THE RESOLUTION

• (i) The Scrutinizer shall, after the conclusion of the Meeting, submit a consolidated Scrutinizer’s report of the total votes cast in favor and against the resolution and invalid votes, if any and submit the same to the Chairperson of the Meeting or a person authorized by Chairperson in writing who shall countersign the same.

• (ii) The result of the voting shall be announced by the Chairperson of the Meeting or a person authorized by the Chairperson in writing within 2 (two) working days from the conclusion of the Meeting. The results declared, along with the Scrutinizer’s Report, shall be displayed at the notice board of registered office of Resulting Company and hosted on the Resulting Company’s website at www.anandgroupindia.com/gabrielindia and on the website of KFIN Technologies Limited (KFintech/RTA) at https://evoting.kfntech.com/ immediately after the results are declared.

• The Resulting Company shall also simultaneously forward the results along with the Scrutinizer’s Report to BSE Limited and National Stock Exchange of India Limited, where the Resulting Company’s equity shares are listed.

• (iii) Subject to the receipt of requisite majority of votes in favor of the Scheme, the resolution shall be deemed to be passed on the date of the Meeting, i.e., on Wednesday, 18[th] March, 2026 at 11:00 A.M .

20. INSTRUCTIONS FOR REMOTE E-VOTING AND JOINING VIRTUAL MEETING:

• Pursuant to the provisions of Section 108 of the Act read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of the SEBI Listing Regulations and SEBI Master Circular No. SEBI/HO/ CFD/PoD2/CIR/P/0155 dated 11[th] November 2024 (as amended) and MCA Circulars, the Resulting Company is providing facility of remote e-voting to its Members in respect of the business to be transacted at the meeting. For this purpose, the Resulting Company has appointed KFintech for facilitating voting through electronic means, as the authorized e-Voting agency. The facility of casting votes by a member using remote e-voting as well as e-voting system on the date of the meeting will be provided by KFintech.

21. The remote e-voting period commences on Sunday, 15[th] March 2026 at 09:00 A.M. and ends on Tuesday, 17[th] March 2026 at 05:00 P.M. During this period, Members of the Resulting Company, holding shares either in physical form or dematerialized form, as on the cut-off date i.e. Wednesday, 11[th] March 2026 may cast their vote by remote E-voting. The remote E-voting module shall be disabled by KFintech for voting thereafter.

22. Procedure for Login for E-voting and attending meeting through VC/OAVM for Individual Shareholders holding securities in Demat mode.

In terms of SEBI circular dated December 09, 2020, on e-Voting facility provided by listed companies, shareholders holding securities in Demat mode are allowed to vote through their Demat account maintained with Depositories and Depository Participants. Shareholders are advised to update their mobile number and email Id in their Demat accounts to access e-Voting facility.

I) Login method for Individual shareholders holding securities in Demat mode is given below:

Individual shareholders holding securities in Demat mode with National Securities Depository Limited (“NSDL”)	1. For OTP based login: you can click onhttps://eservices.nsdl.com/SecureWeb/evoting/evotinglogin.jsp.You will have to enter your 8-digit DP ID,8-digit Client Id, PAN No., Verifcation code and generate OTP. Enter the OTP received on registered email id/mobile number and click on login. After successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on the company name or e-Voting service provider name and you will be re-directed to e-Voting service provider website for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. 2. User already registered for IDeAS facility: I. Open https://eservices.nsdl.com II. Click on the “Benefcial Owner” icon under ‘IDeAS’ section. III. On the new page, enter User ID and Password. Post successful authentication, click on “Access to e-Voting” IV. Click on Company Name or e-Voting service provider and you will be re-directed to e-voting service provider website for casting your vote during the remote e-Voting period. 3. User not registered for IDeAS e-services: I. To register, open https://eservices.nsdl.comeither on a Personal Computer or on a mobile. II. Select “Register Online for IDeAS “Portal or click onhttps://eservices.nsdl.com/SecureWeb/IdeasDirectReg. jsp. III. Proceed with completing the required felds 4. By visiting the e-voting website of NSDL: I. Open https://www.evoting.nsdl.com/either on a Personal Computer or on a mobile. II. Click on the icon “Login” which is available under Shareholder/Member’ section III. A new screen will open. You will have to enter your User ID (i.e. your sixteen-digit Demat account number hold with NSDL), Password/OTP and a verifcation code as shown on the screen. IV. Post successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. V. Click on Company name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote duringthe remote e-Voting period.
Individual Shareholders holding securities in Demat mode with Central Depository Services (India) Limited (“CDSL”)	1. Users who have opted for CDSL Easi / Easiest facility, can login through their existing user id and password. 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 website www.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 or joining virtual meeting & voting during the meeting. Additionally, there are 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.comand 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 from an e-Voting link available onwww.cdslindia.comhome page. The system will authenticate the user by sending OTP on registered mobile & email as recorded in the Demat Account. After successful authentication, users will be able to see the e-Voting option where the e-voting is in progress and able to directly access the system of all e-Voting Service Providers.
Individual Shareholders (holding securities in Demat mode) login through their depository participants	You can also login using the login credentials of your Demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. Once login, you will be able to see e-Voting option. Once you click on e-Voting option, you will be redirected to NSDL/ CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on Company Name or e-Voting service provider name and you will be redirected to e-Voting service provider website for casting your vote duringthe remote e-Voting period.

GABRIEL INDIA LIMITED

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Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and Forget Password option available at abovementioned website. Helpdesk for Individual Shareholders holding securities in DEMAT mode for any technical issues related to login through Depository i.e. NSDL and CDSL.

II) A. B.	Login type	Helpdesk details	Helpdesk details
	Individual Shareholders holding securities in Demat mode with NSDL	Members a request	facing any technical issue in login can contact NSDL helpdesk by sending at evoting@nsdl.co.in or call at 022-48867000
	Individual Shareholders holding securities in Demat mode with CDSL	Members request at	facing any technical issue in login can contact CDSL helpdesk by sending a helpdesk.evoting@cdslindia.comor contact at toll free no. 1800 22 55 33
	Login method for remote e-voting for shareholders other than individual shareholders holding securities in demat mode and shareholders holding securities in physical mode. i. Initial password is provided in the body of the e-mail. ii. Launch internet browser and type the URL: https://evoting.kfntech.com in the address bar. iii. Enter the login credentials i.e. User ID and password mentioned in your e-mail. Your Folio No./DP ID Client ID will be your User ID. However, if you are already registered with KFintech for e-voting, you can use your existing User ID and password for casting your votes. iv. After entering the correct details, click on LOGIN. v. You will reach the password change menu wherein you are required to mandatorily change your password. The new password shall comprise 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.). It is strongly recommended not to share your password with any other person and take utmost care to keep your password confdential. vi. You need to login again with the new credentials. vii. On successful login, the system will prompt you to select the EVENT i.e.GABRIEL INDIA LIMITED MEMBERS MEETING. viii. On the voting page, the number of shares (which represents the number of votes) held by you as on the cut-off date will appear. If you desire to cast all the votes assenting/dissenting to the resolution, enter all shares and click ‘FOR’/‘AGAINST’ as the case may be or partially in ‘FOR’ and partially in ‘AGAINST’, but the total number in ‘FOR’ and/or ‘AGAINST’ taken together should not exceed your total shareholding as on the cut-off date. You may also choose the option ‘ABSTAIN’, in which case, the shares held will not be counted under either head. ix. Members holding multiple folios/demat accounts shall choose the voting process separately for each folio/demat account. x. Cast your votes by selecting an appropriate option and click on ‘SUBMIT’. A confrmation box will be displayed. Click ‘OK’ to confrm, else ‘CANCEL’ to modify. Once you confrm, you will not be allowed to modify your vote subsequently. During the voting period, you can login multiple times till you have confrmed that you have voted on the resolution. xi. Corporate/institutional members (i.e. other than individuals, HUF, NRI, etc.) are required to send scanned image (PDF/JPG format) of certifed true copy of relevant board resolution/authority letter etc. together with attested specimen signature of the duly authorised signatory(ies) who is/are authorised to vote, to the Scrutinizer through email atpranay@luniyaadvisors.com and may also upload the same in the e-voting module in their login. The scanned pdf of the above documents should be in the naming format ‘GABRIEL INDIA LIMITED’. xii. In case of any queries/grievances, you may refer the Frequently Asked Questions (FAQs) for members and e-voting User Manual available at the ‘download’ section ofhttps://evoting.kfntech.com or call KFin on 1800 309 4001 (toll free). Instructions for all the shareholders for Voting at the meeting i. Only those members/shareholders, who will be present in the meeting and who have not cast their vote through remote e-voting and are otherwise not barred from doing so are eligible to vote. ii. Members who have voted through remote e-voting will still be eligible to attend the meeting. iii. Members attending the meeting shall be counted for the purpose of reckoning the quorum under section 103 of the Act. iv. Voting at the meeting will be available at the end of the meeting and shall be kept open for 15 minutes. Members viewing the meeting, shall click on the ‘e-voting’ sign placed on the left-hand bottom corner of the video screen. Members will be required to use the credentials, to login on the e-Meeting webpage, and click on the ‘Thumbs-up’ icon against the unit to vote. Instructions for members for attending the meeting i. Members will be able to attend the meeting through VC/OAVM or view the live webcast of meeting provided by KFin at https://emeetings.kfntech. com by using their remote e-voting login credentials and by clicking on the tab “video conference”. The link for meeting will be available in members login, where the EVENT and the name of the Company can be selected. ii. Members are encouraged to join the meeting through devices (Laptops, Desktops, Mobile devices) with Google Chrome for seamless experience. iii. Further, members registered as speakers will be required to allow camera during meeting and hence are requested to use internet with a good speed to avoid any disturbance during the meeting. iv. Members may join the meeting using headphones for better sound clarity. v. While all efforts would be made to make the meeting smooth, participants connecting through mobile devices, tablets, laptops, etc. may at times experience audio/video loss due to fuctuation in their respective networks. Use of a stable Wi-Fi or LAN connection can mitigate some of the technical glitches. vi. Members, who would like to express their views or ask questions during the meeting will have to register themselves as a speaker by visiting the URLhttps://emeetings.kfntech.com/ and clicking on the tab ‘Speaker Registration’ during the period starting fromSunday, 15th March 2026to Monday, 16th March 2026. Only those members who have registered themselves as a speaker will be allowed to express their views/ask questions during the meeting. The Company reserves the right to restrict the number of speakers depending on the availability of time for the meeting. Only questions from the members holding shares as on the cut-off date will be considered. vii. A video guide assisting the members attending meeting either as a speaker or participant is available for quick reference at URLhttps://emeetings. kfntech.com/,under the “How It Works” tab placed on top of the page. viii. Members who need technical assistance before or during the meeting can contact KFintech at emeetings@kfntech.com or Helpline: 1800 309 4001.

GABRIEL INDIA LIMITED

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BEFORE THE NATIONAL COMPANY LAW TRIBUNAL BENCH, AT MUMBAI

COMPANY SCHEME APPLICATION NO C.A. (CAA) / 281 (MB) 2025

In the matter of the Companies Act, 2013

AND

In the matter of Sections 230 to 232 and other applicable provisions, if any, of the Companies Act, 2013 read with Companies (Compromises, Arrangements and Amalgamations) Rules, 2016.

AND

In the matter of 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”)

Companies Act, 2013 (“Scheme”)
ANCHEMCO INDIA PRIVATE LIMITED (FORMERLY KNOWN AS ANDASIA PRIVATE LIMITED)	... TRANSFEROR COMPANY
ASIA INVESTMENTS PRIVATE LIMITED	...TRANSFEREE COMPANY/ DEMERGED COMPANY
GABRIEL INDIA LIMITED	... RESULTING COMPANY
…. Collectively known as Companies

EXPLANATORY STATEMENT UNDER SECTION(S) 102, 230 AND 232 OF THE COMPANIES ACT, 2013 READ WITH THE COMPANIES (COMPROMISES, ARRANGEMENTS AND AMALGAMATIONS) RULES, 2016 TO THE NOTICE CALLING THE MEETING OF EQUITY SHAREHOLDERS OF GABRIEL INDIA LIMITED PURSUANT TO THE ORDER PRONOUNCED ON 29[th] JANUARY, 2026 OF THE HON’BLE NATIONAL COMPANY LAW TRIBUNAL, MUMBAI BENCH.

1. Pursuant to the Order pronounced on 29[th] January, 2026 passed by the Hon’ble NCLT, Mumbai Bench in the Company Scheme Application referred to hereinabove, meeting of Equity Shareholders of the Resulting Company is to be held on Wednesday, 18[th] March 2026 at 11:00 A.M., through Video conference and/or other audio and visual means for the purpose of considering and, if thought fit, approving with or without modification(s), 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”).

2. In this statement, Anchemco India Private Limited (Formerly known as Andasia Private Limited) is referred as (“Transferor Company”), Asia Investments Private Limited (“Transferee Company” for Part C of the Scheme and “Demerged Company” for Part D of the Scheme) and Gabriel India Limited (“Resulting Company”).

3. The Board of Directors of the Transferor Company, Transferee Company and Resulting Company had approved the Scheme at their respective Board Meetings held on 30[th] June, 2025.

4. The Report of the Audit Committee recommending the Scheme to the Board of Directors of Resulting Company is attached herewith as Annexure 1 and the Report of the Independent Directors recommending the Scheme to the Board of Directors of Resulting Company is attached herewith as Annexure 2.

5. Object and Rationale for this Scheme is as under:

6. The Transferor Company is fully held by the Transferee Company / Demerged Company and its wholly owned subsidiary. Further, the Resulting Company is the subsidiary of the Transferee Company / Demerged Company. The Scheme is designed to strategically reposition the Resulting Company as a diversified mobility solutions provider by rationalising the corporate structure and, in the process, enhance stakeholder value. The amalgamation of the Transferor Company with and into the Transferee Company and subsequent demerger of the Demerged Undertaking of the Demerged Company into the Resulting Company is, interalia, expected to yield the following benefits:

7. Consolidate the business of the Demerged Undertaking of the Demerged Company in automotive components and products like Drive Train products including transmissions for EVs, Body in White and NVH Products and solutions, brass and steel synchroniser rings, aluminium forgings, brake fluids, radiator coolants and diesel exhaust fluids (DEF) / Ad-Blue for 2W, 3W and 4W vehicles and trucks and PU and PVC based adhesives in the Resulting Company, thereby transforming the Resulting Company from a mono-product suspension company into a diversified, technology-driven mobility solutions provider, and reducing the dependency on a single product line by expansion into new segments, geographies, the aftermarket product range and railways product range;

8. Optimize the Resulting Company’s supply chain, enhance marketing strategies and strengthen customer relationships, establishing a robust foundation for growth;

9. Enables the Resulting Company to position as a preferred global OEM partner, delivering platform flexibility and ensuring alignment with future industry needs;

10. Enhancing the Resulting Company to project as a preferred partner for future foreign collaborations in the automotive components space, and enhancing its presence in foreign markets, specifically the US and European market, ensuring its potential to attract capital for future growth and fostering the development of new technologies;

11. Eliminate intra-group transactions and consequent cash flow blockages which shall result in streamlined cash flow management and efficient utilization of capital;

12. Assist in rationalizing the corporate structure and reduction of shareholding tiers;

13. Create substantial value for stakeholders through EPS accretion; and

14. Achieve cost efficiencies through economies of scale and savings of administration and other costs associated with managing separate entities.

15. Accordingly, the Management of respective companies, have formulated this Scheme pursuant to the provisions of Sections 230-232 and other applicable provisions of the Companies Act, 2013 (including any statutory modification or re-enactment or amendment thereof).

The Demerged Company, being the holding company of the Resulting Company, shall indemnify the Resulting Company and keep the Resulting Company indemnified for any liability, claim and demand, if any, relating to any period prior to the Effective Date (as defined hereinafter) which may devolve on the Resulting Company on account of the Demerger as per Part D of the Scheme.

GABRIEL INDIA LIMITED

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There is no likelihood that interests of any shareholder(s) or creditor(s) of the respective companies would be prejudiced as a result of the Scheme. The Scheme does not affect the rights of the creditors of the respective companies. There will not be any reduction in amounts payable to the creditors, nor shall there be any change in terms with creditors which is averse to their interests, pursuant to the sanctioning of this Scheme. Without prejudice to the above, the Scheme is an arrangement between the respective companies and their respective shareholders, as contemplated under Section 230(1)(b) of the Companies Act, 2013 and not a Scheme envisaged under Section 230(1)(a) of the Companies Act, 2013.

6. Details as per Rule 6(3) of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 for Resulting Company:

• (i) Details of the order of the NCLT directing the calling, convening and conducting of the Meeting:

  • Please refer to paragraph no. 1 of this Explanatory Statement for date of the Order and the date, time and venue (mode) of the NCLT Convened Meeting.

• (ii) Details of the Resulting Company: (a) Name: Gabriel India Limited

  • (a) Date of Incorporation: 24th February, 1961

  • (b) Corporate Identification Number (CIN): L34101PN1961PLC015735

  • (c) Permanent Account Number (PAN) : AAACG1994N

  • (d) Type of Company: Listed public limited company

  • (e) Registered Office : 29th Milestone, Pune-Nashik Highway, Kuruli, Khed, Pune, Maharashtra, India – 410501

  • (f) Email Address: secretarial@gabriel.co.in

  • (g) Name of the stock exchange(s) where securities of the company are listed: Equity shares of the Resulting Company are listed on BSE Limited and National Stock Exchange of India Limited.

  • (h) Summary of the main objects as per the Memorandum of Association and main business carried on by Resulting Company:

    • The objects for which the Resulting Company has been established are set out in its Memorandum of Association. The relevant object clauses as set out in Clause III of the Memorandum of Association are as hereunder:

    • “The objects to be pursued by the Company on its incorporation are:

    • (1) To carry on business as manufacturers and dealers of automotive ancillary products and in particular, automobile, shock absorbers, components thereof and all parts and equipment accessory thereto and all other material, equipments apparatus and stores used therewith or in relation thereto.

    • (2) To carry on business as manufacturers of and dealers in motor cars, lorries, omnibuses, coaches, caravans, ambulances, motor cycles and side cars, motor bicycles, tricycles, fans, wagons and vehicles of all kinds, airplanes, seaplanes, flying boats, airships and other aircraft, motor boat, motor ships and vessels and accessories of all kinds; and of and in railway and tramway locomotives, carriages, trucks and other vehicles.

    • (3) To design, manufacture, assemble, contract for, buy, sell, let out on hire and generally deal in automobiles of all types and all other motors and engines, agricultural tractors and implements and other machinery, boats, magnetos, plants, planes, propellers, air, steam, gas, water and other gauges, indicators, governors, injectors, high and low pressure and other valves, wheels, carburetors, sparking plugs, clutches, cocks, unions, stocks dies, springs, ramps, pistons, chains, stay-rods, wires, fans, forges, bolts, nuts, screws variable and other gears buffers tops, metal, timber, variable and canvas, aero plane and other fabrics, linen, radiators, pulleys, belts and belt fasteners, canopies, hoods, wind and other screens and shields, pumps, lamps, silencers, petrol tanks, chassis, mats, rims, spokes, shank and gear cases and gear boxes, commodities, wares, petrol and other fuel, accessories, appliances and tools of every description, whether for use in connection with automobiles, aeronautics, shipping, munitions of war, engineering or otherwise howsoever; and all kinds of straight, bent, woven, fortified, and other wire work and all other allied goods, materials, parts, utensils, compounds and accessories or requirements.

    • Clause III (35) of the Memorandum of Association of the Resulting Company which contain provisions for amalgamations and arrangements, are reproduced herein below:

“(35) To amalgamate, enter into any partnership or partially amalgamate with or acquire any interest in the business of any other company, person or firm carrying on a business included in the objects of the Company or enter into any arrangements for sharing profits, or for co- operation or for limiting competition, or for mutual assistance, with any such person, firm or company or to acquire and carry out any other business (whether manufacturing or otherwise) auxiliary therewith or which may seem to the Company capable of being conveniently carried on in connection with the above or calculated directly or indirectly to enhance the value of or render more profitable any of the Company’s property and to give or accept by way of consideration for any of the acts or things aforesaid, or property acquired, any shares, debentures, debenture stock or securities that may be agreed upon and to hold and retain or sell, mortgages and deal with any shares, debentures, debenture stock or securities so received.”

• (i) Details of change of name, registered office and objects of Resulting Company during the last five years:

• (a) Change of Name: There has been no change in name for the last five years

• (b) Change of Registered Office: There has been no change in name for the last five years

• (c) Change of objects : There has been no change in name for the last five years

• (j) The authorized, issued, subscribed and paid-up share capital of the Resulting Company as on 30[th] September, 2025 is as under:

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Particulars Amount (INR)
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Particulars	Amount(INR)
Authorised share capital
15,00,00,000 Equityshares of INR 1 each	15,00,00,000
1,00,000 redeemablepreference shares of INR 100 each	1,00,00,000
Total	16,00,00,000
Issued, subscribed and, paid-up share capital
14,36,43,940 Equityshares of INR 1 each,fully paid-up	14,36,43,940
Total	14,36,43,940

Subsequent to 30[th] September, 2025, and till the date of dispatch of this Notice, there has been no change in the issued, subscribed, and paid-up Share Capital of the Resulting Company.

• (k) Pre and Post shareholding pattern of Resulting Company as on date of the notice is tabulated below:

	GABRIEL INDIA LIMITED	GABRIEL INDIA LIMITED	GABRIEL INDIA LIMITED	GABRIEL INDIA LIMITED
Category of Shareholders	Pre- Scheme		Post- Scheme
	Holding	% of Holding	Holding	% of Holding
A) Promoters/Promoter Group	7,90,04,167	55	11,25,90,250	63.53
B) Public	6,46,39,773	45	6,46,39,773	36.47
Total	14,36,43,940	100	17,72,30,023	100

GABRIEL INDIA LIMITED

9

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(l) A summary of the Standalone assets and liabilities of the Resulting Company as per the Audited Balance Sheet as on 31[st] March, 2025 are as follows:

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Liabilities Amount as on Assets Amount as on
31 [st] March 2025 (in Crores) 31 [st] March 2025 (in Crores)
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Liabilities	Amount as on 31st March 2025(in Crores)	Assets	Amount as on 31st March 2025(in Crores)
Share capital	14.36	Non-Current Assets	617.92
Other Equity	1,142.39	Current Assets	1,168.10
Non- Current liabilities	35.01
Current liabilities	594.26
Total	1,786.02	Total	1,786.02

• (m) Audited financial statements as on 31[st] March, 2025 and Provisional Unaudited Financial Statements as on 30[th] September, 2025 of Resulting Company is attached herewith as Annexure 3A and 3B.

• (n) Names of the Promoters and Directors of the Resulting Company as on 30[th] September, 2025 along with their addresses:

• (i) The details of the promoters of the Resulting Company are as follows:

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Sr. Name of Promoter/Promoter Group Category Office Address
No
1 Deep C Anand Promoter 1, Sri Aurobindo Marg, Hauz Khas, New Delhi – 110016
2 Anjali Singh Promoter 1, Sri Aurobindo Marg, Hauz Khas, New Delhi – 110016
3 Kiran D Anand Promoter 1, Sri Aurobindo Marg, Hauz Khas, New Delhi – 110016
4 Asia Investments Private Limited Promoter Group 29th Milestone, Pune Nashik Highway,
Village Kuruli, Taluka Khed Pune - 410501 Maharashtra, India
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(ii) The details of the Directors of the Resulting Company are as follows:

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Sr. Name of Director Designation Office Address
No
1 Anjali Singh Whole Time Director 1, Sri Aurobindo Marg, Hauz Khas, New Delhi – 110016
2 Atul Jaggi Managing Director 29th Milestone, Pune Nashik Highway,
Village Kuruli, Taluka Khed Pune - 410501 Maharashtra, India
3 Mahendra Kumar Goyal Director 1, Sri Aurobindo Marg, Hauz Khas, New Delhi – 110016
4 Pallavi Joshi Bakhru Director 29th Milestone, Pune Nashik Highway,
Village Kuruli, Taluka Khed Pune - 410501 Maharashtra, India
5 Mahua Acharya Director 29th Milestone, Pune Nashik Highway,
Village Kuruli, Taluka Khed Pune - 410501 Maharashtra, India
6 Subbu Venkata Rama Behara Director 29th Milestone, Pune Nashik Highway,
Village Kuruli, Taluka Khed Pune - 410501 Maharashtra, India
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• (o) The date of the Board Meeting of the Resulting Company at which the Scheme was approved by the Board of Directors including the name of the Directors who voted in favor of the resolution, who voted against the resolution and who did not vote or participate on such resolution:

The Board of Directors of Resulting Company approved the Scheme at its meeting dated 30[th] June, 2025. Details of the manner in which the Directors of Resulting Company voted at this meeting are as follows:

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Sr. Name of Director Voted in favor/ against/ abstained
No.
1 Anjali Singh In favour
2 Atul Jaggi In favour
3 Mahendra Kumar Goyal In favour
4 Pallavi Joshi Bakhru In favour
5 Mahua Acharya In favour
6 Subbu Venkata Rama Behara In favour
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• (p) None of the Directors, Key Managerial Personnel of Resulting Company and their respective relatives have any interests, financial or otherwise in the Scheme, except to the extent of their respective shareholding in the Transferor Company, Transferee Company and Resulting Company (as applicable) if any, and/or to the extent the said Directors / Key Managerial Personnel are common Directors of the Transferor Company, Transferee Company and Resulting Company (as applicable). The details of the shareholding of Directors and Key Managerial Personnel of Resulting Company as on date of Notice is as follows:

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S. Name Designation No. of shares held in No. of shares held in No. of shares held in
No. Transferor Company Resulting Company Demerged Company
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S. No.	Name	Designation	No. of shares held in Transferor Company	No. of shares held in Resulting Company	No. of shares held in Demerged Company
1	Anjali Singh	Whole Time Director	0	6,41,942	0
2	AtulJaggi	ManagingDirector	0	0	0
3	Mahendra Kumar Goyal	Director	0	0	0
4	PallaviJoshi Bakhru	Director	0	22,500	0
5	Mahua Acharya	Director	0	0	0
6	Subbu Venkata Rama Behara	Director	0	0	0
7	Mohit Srivastava	Chief Financial Offcer	0	1,301	0
8	Nilesh KumarJain	CompanySecretary	0	0	0

• (q) The Resulting Company has NIL secured creditors as on 30[th] September, 2025 and amount due to such secured creditors is NIL.

(r) The Resulting Company has 1919 (One Thousand Nine Hundred and Nineteen) unsecured creditors as on 30th September, 2025 and amount due to such Unsecured Creditors is INR 567,59,36,605.

GABRIEL INDIA LIMITED

10

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(s)	Disclosure about the effect of the Composite Scheme of Arrangement:	Disclosure about the effect of the Composite Scheme of Arrangement:
	Shareholders	The effect of the Scheme on the Shareholders, Promoters, Non- Promoter Shareholders, Key Managerial Personnel, Directors, Depositors, Creditors, Debentures holders, Deposit trustee and debenture trustee and Employees of the Company is given in the report adopted by the Board of Directors of Resulting Company pursuant to the provisions of Section 232(2)(c) of the Act which is attached asAnnexure 4 to this Statement.
	Promoters
	Non-Promoter Shareholders
	KeyManagerial Personnel(KMP)
	Directors
	Depositors
	Creditors
	Debenture holders
	Deposit trustee and debenture trustee
	Employees of the Company

• (t) The Scheme is filed with the Registrar of Companies on 03[rd] February 2026. A copy of the E-form GNL-1 is attached as Annexure 5A

(u) There are no material investigations or proceedings pending against the Resulting Company or its Directors as per the terms of Section 230(2)(a) of Companies Act, 2013.

1. Details as per Rule 6(3) of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 for Transferor Company:

2. (i) Details of the Transferor Company, Anchemco India Private Limited (formerly known as Andasia Private Limited) :

   • (a) Date of Incorporation: 17[th] December, 2022

   • (b) Corporate Identification Number (CIN): U34103PN2022PTC249506

   • (c) Permanent Account Number (PAN) : AAYCA0707B

   • (d) Type of Company: Private Limited Company

   • (e) Registered Office : 29th Milestone Pune Nashik Highway Taluka Khed, Village Kuruli Pune Maharashtra, India – 410501

   • (f) Email Address: anshul.bhargava@anandgroupindia.com

   • (g) Name of the stock exchange(s) where securities of the company are listed: Not Listed

   • (h) Summary of the main objects as per the Memorandum of Association and main business carried on by Transferor Company:

     • The objects for which the Transferor Company has been established are set out in its Memorandum of Association. The relevant object clauses as set out in Clause III of the Memorandum of Association are as hereunder:

     • “1. To Manufacture, design, develop, produce, assemble ,Convert , modify, cast, distribute , equip , let on hire, install , maintain, operate, repair, overhaul, recondition, remodel, service, supply, import, export, buy, sell and to act as agent broker, franchiser, franchisee, job worker, consultant , collaborator or otherwise to deal in all description, specification, systems, models, shapes, size, dimension, capacities, applications and Market all type of Electric Vehicle and their component and other Automobile Product and Component for Two, Three and Four wheelers in India and Asian Countries and develop a Umbrella Brand for Anand Group Globally.

     2. That the Company to carry on business of manufacturers, producers, purchasers, sellers, importers, exporters, distributors, dealers, commission agents and market representatives in all forms of Coolants, brake fluids, diesel exhaust fluids (Adblue), adhesives, sealants, chemicals, coatings and products like PVC, automotive lubricants, greases, engine oils, gear oils, white oils, PU, petroleum jelly, engine coolant, machine coolants and to design, develop, assemble, manufacture, build, repair, sell, service, distribute all types of bodies, frames, compartments, cabinets, other containers for all types of automobiles & to deal in all types of automobile care products like paint, polishing, wax, rust repellants, stain remover, Teflon polish and windshield glass cleaner, car Wash Shampoo, eau de cologne and cleaners and other cleansing compounds and also to deal in Pharma & hygiene Products like Sanitizers, Disinfectants, cleaners etc. and to purchase otherwise acquire, own, import, all materials, substances, chemicals, appliances, machines, containers and such other articles and apparatus and things capable of being used in the main business and to own, lease and otherwise acquire and use facilities of whatever kind as may be conducive to the effective working of main business in India or Abroad.”

     - Clause IIIB 22 and 23 of the Memorandum of Association of the Transferor Company which contain provisions for amalgamations and arrangements, are reproduced herein below:
     

“ 22. to amalgamate or to enter into partnership or any arrangement for sharing profits, union of interest, co-operation, joint venture or reciprocal concession or cooperation or for limiting competition or otherwise, with any person or persons or Company or companies carrying on or engaged in or about to carry on , or engage in or being authorised to carry on or engage in any business or transaction which the Company is authorised to carry on and to give or accept by way of consideration for any of the acts or things aforesaid or property acquired, any share, debentures, debenture-stock or securities that may be agreed upon, and to hold and retain or sell, mortgage, and deal with any shares, debentures, debenture-stock or securities so received.

23. to enter into any arrangements and take all necessary or proper steps with governments or with other authorities, supreme, national, local, municipal or otherwise of any place in which the Company may have interests and to carry on any negotiations or operations for the purpose of directly or indirectly carrying out the main objects of the Company or effecting any purpose of directly or indirectly carrying out the main objects of the Company or effecting any modification in the constitution of the Company or for furthering the firm or person which may be considered likely, directly or indirectly to prejudice the interest of the Company or its members and to assist in the promotion whether party or indirectly of any legislation which may seem advantageous to the Company and to obtain from any such government authority and Company any charters, contracts, decrees, rights, grants, loans, privileges, or concessions which the Company may think desirable to obtain and carry out, exercise and comply with any such arrangements, charters, decrees, rights, privileges or concessions,”

• (i) Details of change of name, registered office and objects of Transferor Company during the last five years:

• (a) Change of Name: Transferor Company was formerly known as Andasia Private Limited and has changed its name to Anchemco India Private Limited with effect from 28[th] May, 2023.

• (b) Change of Registered Office : The registered office of the Transferor Company was shifted from the Union Territory of Delhi to State of Maharashtra via order dated 27[th] November 2025, further effected by fresh Certificate of Incorporation dated 17[th] December 2025 issued by Regional Director and is now situated at 29[th] Milestone Pune Nashik Highway Taluka Khed, Village Kuruli Pune Maharashtra, India – 410501.

• (c) Change of objects : The Transferor Company had altered its Object Clause with effect from 28[th] May 2025 by addition of “to carry on business of manufacturers, producers, purchasers, sellers, importers, exporters, distributors, dealers, commission agents and market representatives in all forms of Coolants, brake fluids, diesel exhaust fluids (Adblue), adhesives, sealants, chemicals, coatings and products like PVC, automotive lubricants, greases, engine oils, gear oils, white oils, PU, petroleum jelly, engine coolant, machine coolants and to design, develop, assemble, manufacture, build, repair, sell, service, distribute all types of bodies, frames, compartments, cabinets, other containers for all types of automobiles & to deal in all types of automobile care products like paint, polishing, wax, rust repellants, stain remover, Teflon polish and windshield glass cleaner, car Wash Shampoo, eau de cologne and cleaners and other cleansing compounds .”

GABRIEL INDIA LIMITED

11

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(j) The authorized, issued, subscribed and paid-up share capital of the Transferor Company as on 31 [st] October, 2025 is as under:
Particulars Amount (INR)
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	Particulars	Amount(INR)
	Authorised share capital
	6,30,00,000 Equityshares of INR 10 each	63,00,00,000
	Total	63,00,00,000
	Issued, subscribed and, paid-up share capital
	6,22,80,000 Equityshares of INR 10 each,fully paid-up	62,28,00,000
	Total	62,28,00,000

Subsequent to 31[st] October, 2025 and till the dispatch of this Notice, there has been no change in the issued, subscribed, and paid-up Share Capital of the Transferor Company.

• (k) Pre and Post shareholding pattern of Transferor Company as on date of the notice of the shareholders is tabulated below:

Pre and Post shareholding pattern of Transferor Company as on date of the notice of the shareholders is tabulated below:	Pre and Post shareholding pattern of Transferor Company as on date of the notice of the shareholders is tabulated below:	Pre and Post shareholding pattern of Transferor Company as on date of the notice of the shareholders is tabulated below:	Pre and Post shareholding pattern of Transferor Company as on date of the notice of the shareholders is tabulated below:
Anchemco India Private Limited(formerly known as Andasia Private Limited)
Category of Shareholders	Pre-Scheme		Post-Scheme
	Holding	% of Holding	NA
A) Promoters/Promoter Group	6,22,80,000	100
B) Public	-	-
Total	6,22,80,000	100

• (l) A summary of the Standalone assets and liabilities of the Transferor Company as per the Audited Balance Sheet as on 31[st] March, 2025 are as follows:

2025 are as follows:
Liabilities	Amount as on 31st March, 2025(in Crores)	Assets	Amount as on 31st March, 2025(in Crores)
Share capital	62.28	Non-Current Assets	119.03
Other Equity	16.14	Current Assets	121.41
Non- Current liabilities	34.86
Current liabilities	127.16
Total	**240.44 **	Total	240.44

• (m) Audited financial statements as on 31[st] March, 2025 and Provisional Unaudited Financial Statements as on 31[st] October, 2025 of Transferor Company is attached herewith as Annexure 6A and 6B.

• (n) Names of the Promoters and Directors of the Transferor Company as on 31[st] October, 2025 along with their addresses:

• (i) The details of the promoters of the Transferor Company are as follows:

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Sr. Name of Promoter/Promoter Group Category Office Address
No
1 Asia Investments Private Limited Promoter Group 29th Milestone Pune Nashik Highway Taluka Khed, Village Kuruli
Pune Maharashtra, India – 410501
2 Anchemco Anand LLP on behalf of Asia Promoter Group 1, Sri Aurobindo Marg Hauz Khas New Delhi - 110016
Investments Private Limited
3 ANAND Automotive Private Limited Promoter Group 1, Sri Aurobindo Marg Hauz Khas New Delhi - 110016
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(ii) The details of the Directors of the Transferor Company are as follows:

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

Sr. Name of Director Designation Office Address
No
1 Anjali Singh Director 1, Sri Aurobindo Marg Hauz Khas New Delhi - 110016
2 Atul Jaggi Additional Director 29th Milestone Pune Nashik Highway Taluka Khed, Village Kuruli
Pune Maharashtra, India – 410501
3 Dheeraj Bhushan Director 1, Sri Aurobindo Marg Hauz Khas New Delhi - 110016
4 Anshul Bhargava Additional Director 1, Sri Aurobindo Marg Hauz Khas New Delhi - 110016
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• (o) The date of the Board Meeting of the Transferor Company at which the Scheme was approved by the Board of Directors including the name of the Directors who voted in favor of the resolution, who voted against the resolution and who did not vote or participate on such resolution:

• The Board of Directors of Transferor Company approved the Scheme at its meeting dated 30[th] June, 2025. Details of the manner in which the Directors of Transferor Company voted at this meeting are as follows:

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S. Name of Director Voted in favor/ against/ abstained
No.
1. Anjali Singh In favour
2. Rajeev Kumar Gera In favour
3. Dheeraj Bhushan In favour
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(p) None of the Directors, Key Managerial Personnel of Transferor Company and their respective relatives have any interests, financial or otherwise in the Scheme, except to the extent of their respective shareholding in the Transferor Company, Transferee Company and Resulting Company (as applicable) if any, and/or to the extent the said Directors / Key Managerial Personnel are common Directors of the Transferor Company, Transferee Company and Resulting Company (as applicable). The details of the shareholding of Directors and Key Managerial Personnel of Transferor Company as on date of Notice is as follows:

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S. Name Designation No. of shares held in No. of shares held in No. of shares held in Demerged
No. Resulting Company Transferor Company Company / Transferee Company
1. Anjali Singh Director 6,41,942 0 0
2. Atul Jaggi Additional Director 0 0 0
3. Dheeraj Bhushan Director 200 0 0
4. Anshul Bhargava Director 0 0 0
5. Bhupesh Bharadwaj Company Secretary 0 0 0
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GABRIEL INDIA LIMITED

12

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• (q) The Transferor Company has 3 (Three) secured creditors as on 31[st] October, 2025 and amount due to such secured creditors INR 78,98,22,645.

• (r) The Transferor Company has 153 (One Fifty Three) unsecured creditors as on 31[st] October, 2025 and amount due to such Unsecured Creditors is INR 41,61,55,669.

• (s) Disclosure about the effect of the Composite Scheme of Arrangement on:

INR 41,61,55,669. Disclosure about the effect of the Composite Scheme of Arrangement on:
Shareholders	The effect of the Scheme on the Shareholders, Promoters, Non- Promoter Shareholders, Key Managerial Personnel, Directors, Depositors, Creditors, Debentures holders, Deposit trustee and debenture trustee and Employees of the Company is given in the report adopted by the Board of Directors of Transferor Company pursuant to the provisions of Section 232(2)(c) of the Act which is attached asAnnexure 7 to this Statement.
Promoters
Non-Promoter Shareholders
KeyManagerial Personnel(KMP)
Directors
Depositors
Creditors
Debenture holders
Deposit trustee and debenture trustee
Employees of the Company

  - (t) The Scheme is filed with the Registrar of Companies on 03[rd] February 2026. A copy of E-form GNL-1 is attached as **Annexure 5B.**

  - (u) There are no material investigations or proceedings pending against the Transferor Company or its Directors as per the terms of Section 230(2)(a) of Companies Act, 2013.

8. Details as per Rule 6(3) of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016 for Transferee Company:

• (i) Details of the Transferee Company, Asia Investments Private Limited:

  • (a) Date of Incorporation: 25[th] January, 1966

  • (b) Corporate Identification Number (CIN): U70200PN1966PTC249503

  • (c) Permanent Account Number : (PAN): AAACA4539K

  • (d) Type of Company: Private Limited Company

  • (e) Registered Office : 29[th] Milestone, Pune Nashik Highway Taluka Khed, Village, Kuruli, Khed, Pune- 410501

  • (f) Email Address: anshul.bhargava@anandgroupindia.com

  • (g) Name of the stock exchange(s) where securities of the company are listed: Not Listed

  • (h) Summary of the main objects as per the Memorandum of Association and main business carried on by Transferee Company:

    • The objects for which the Transferee Company has been established are set out in its Memorandum of Association. The relevant object clauses as set out in Clause III of the Memorandum of Association are as hereunder:

    • “The Main objects of the Company to be pursued by the company on its incorporation are: -

    1. To engage in the business of acquiring and retaining controlling interest in companies and other entities, making and holding strategic investments in Automotive, Hospitality or any other business sectors by holding shares or securities or any other instrument of entities, taking all steps incidental thereto (including nominating Directors on the Boards of these entities; identifying collaborators, joint venture partners, conducting negotiations with them, having oversight over the operations of the investee entities and advising them in that regard), , financing them, including by issuing corporate guarantees, etc. in India and abroad and undertaking all other activities in furtherance of this object.

    2. To provide corporate services, management consultancy services in all fields including law, secretarial, tax, marketing, project services, finance, financial management, facility management, corporate sharing services, liaisoning, industrial relations and security, transportation, Industrial health, holiday homes and social amenities, housing, offices and office facilities, public relations industrial engineering, human resource procurement and development, Research and Development.

    3. To carry on the business as builders and suppliers of whole or any part or parts of railway or tramway wagons, coaches; buses, cars, jeeps, vans, lorries, tailors and tractors and of carriages, wagons and other vehicles of every description.

    4. To carry on the business as manufacturers, designers, engineers, importers and exporters of and dealers in motorcars, jeeps, buses, cycles, motorcycles, scooters, vans, lorries, traitors, tractors railway and tramway wagon and coaches and generally vehicles of every description, and all parts and equipment accessory thereto and all other materials, equipment, apparatus and stores used therewith or in relation thereto.

    5. To carry on business as upholsterers, painters, platers, polishers, enamellers and finishers.

    6. To design, manufacture, assemble, contract for, buy, sell, let out on hire and generally deal in engines of all types, automobiles and all other motors, agricultural tractors and implements and other machinery, boats, magnetos, plants, planes, propellers, air, steam, gas, water and other gauges, indicators governors, injectors, high and low pressure and other valves, wheels, carburetors, sparking plugs, clutches, cocks, unions, chucks, dies, springs, ramps, pistons, chains, stayrods, wires, fans, forges, bolts, nuts, screws, washers, studs, drillpins, rivets, hinges, nails spikes, variable and other gears, buffers, stops, metal, timber, canes, asbestos, canvas, aeroplane and other fabrics, linen, radiators, pulleys, belts and belt fasteners; canopies, hoods, wind and other screens and shields, pumps, lamps, silencers, petrol tanks, chassis, mats, rims, spokes, crank cases and gear boxes, commodities, wares, petrol and other fuel accessories, appliances and tools of every description, whether for use in connection with automobiles, aeronautics, shipping, ammunition of war, engineering or otherwise, however, howsoever; and all kinds of straight, beat, woven, fortified screwed and other wire work and all other allied goods materials, parts, utensils, compounds and accessories or requirements.

    7. To carry on the business as manufacturers and repairers of and dealers in motor car lamps, electric bulbs, glass, mats and rugs, bumpers, number plates, horns, batteries, radiators, hoods, mascots, mirrors, luggage carriers, sub-parts, picnic cases, springs, tools, pumps, windsceens, and accessories and component parts of every kind.

    8. To carry on business as manufacturers of and dealers in grease retainers packings and dealing products of every kind and component parts thereto and all parts and equipments, accessory thereto and all other materials, equipment, apparatus and stores used therewith or in relation thereto.

    9. To carry on business as motorcab and car proprietors, cab proprietors and job masters.

    10. To construct, erect, equip and carry on motor garages and motor coach stations with all usual or convenient buildings, petrol and oil pumps, plant, machinery, articles and things.

    11. To carry on business as motor engineers, and motor garage service repair and maintenance station proprietors, metal and alloy makers, refiners and workers, joiners and cabinet makers, wood and timber merchants, mechanical, electrical and general engineers, oil and petrol accessories merchants and dealers and carriers of passengers and goods, and contractors generally.

GABRIEL INDIA LIMITED

13

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12. To carry on business as iron founders, ironworkers, steelmakers, blast furnace proprietors, brass founders and metal makers, refiners and workers generally, sandblast workers, mechanical engineers, motor engineers, electrical engineers, oil fuel engineers, constructional engineers, marine engineers, civil engineers, consulting engineers, millwrights, wheelwrights, woodworkers, galvanizers, machinists, japanners, annealers, welders, enamellers, electro and chrome less platers, polishers, warehousesman, storage contractors, garage proprietors and oil merchants.

13. To carry on business as manufacturers and repairers of and dealers in forgings, guns, projectiles, plates, boilers, engines, stoves, screws, nails, machinery, presses, implements, gears, tools, ironmongery and hardware.

14. To negotia, require, undertake, grant and carry out agencies and sub agencies in any part of India or abroad and to act as brokers, auctioneers, factors or commercial or mercantile agents of any description in connection with any business or matters, whether specified in this Memorandum or not.

15. To carry on business.as importers, import agents, sellers, buyers, general merchants, exporters, and export agents of any products, apparatus, tools, appliances, plant, machinery and goods of every description food and other commodities.”

• Clause III(ii) 23 and 24 of the Memorandum of Association of the Transferee Company which contain provisions for amalgamations and arrangements, are reproduced herein below:

“23) To enter into partnership or into any arrangements for sharing, profits or losses, or for any union of interest, joint adventure, reciprocal concession or cooperation with any persons, or company or companies carrying on or engaged in or about to carry on or engage in or being authorized to carry on or engage in any business or transaction which the Company is authorized to carry on or engage in or in any business or transaction capable of being conducted so as directly or indirectly to benefit the Company.

24) To amalgamate, enter into any partnership or partially amalgamate with or acquire an interest in the business of any other company, persons or firms carrying on a business included in the objects of the Company, or -enter into-any arrangement for-sharing-profits, or for cooperation or for limiting competition, or for mutual assistance, with any such person, firm (whether manufacturing or otherwise) auxiliary to the business of the Company or connected therewith which may seem to the Company capable of being conveniently carried on in connection with the above, or calculated directly or indirectly to enhance the value of or render more profitable any of the Company’s property, and to give or accept by way of consideration for any of the acts or things aforesaid or property acquired any shares, debentures, debenture stock or securities that may be agreed upon and to hold and retain or sell, mortgage and deal with any shares, debentures, debenture stock or securities so received.”

• (i) Details of change of name, registered office and objects of Transferee Company during the last five years:

• (a) Change of Name: The Transferee Company changed its name from Anand Affiliates Private Limited to Asia Investments Private Limited on 17[th] September, 1983. Thereafter, it was converted into a public limited company on 03[rd] October, 1988 by removing the word “Private” from its name, and subsequently, on 03[rd] December, 2001, it was reconverted to a private limited company and its name was restored to Asia Investments Private Limited.

• (b) Change of Registered Office: The Transferee Company has changed its Registered office from Mumbai to Pune at 29[th] Milestone, Pune Nashik Highway Taluka Khed, Village, Kuruli, Khed, Pune- 410501 form the Jurisdiction of ROC Mumbai to Pune with effect from 17[th] of December 2025.

• (c) Change of objects: The Company has altered its object clause by adding “business of acquiring and retaining controlling interest in companies and other entities, making and holding strategic investments in Automotive, Hospitality or any other business sectors by holding shares or securities or any other instrument of entities, taking all steps incidental thereto (including nominating Directors on the Boards of these entities; identifying collaborators, joint venture partners, conducting negotiations with them, having oversight over the operations of the investee entities and advising them in that regard), , financing them, including by issuing corporate guarantees, etc. in India and abroad and undertaking all other activities” in furtherance of this object with effect from 17[th ] February, 2025.

• (j) The authorized, issued, subscribed and paid-up share capital of the Transferee Company as on 31[st] October, 2025 is as under:

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Particulars Amount (INR)
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Particulars	Amount(INR)
Authorised share capital
7,15,67,000 Equityshares of INR 10 each	71,56,70,000
1,99,950 Equityshares of INR 100 each	1,99,95,000
635 Equityshares of INR 50,000 each	3,17,50,000
5,500 cumulative redeemablepreference shares of INR 100 each	5,50,000
2,850 4% non-cumulative non-convertible redeemablepreference shares of INR 100 each	2,85,000
2,00,000 11% non-cumulative non-convertible redeemablepreference shares of INR 100 each	2,00,00,000
39,75,000 4% non-cumulative non-convertible redeemablepreference shares of INR 10 each	3,97,50,000
50,000 12% non-cumulative non-convertible redeemablepreference shares of INR 10 each	5,00,000
25,000 12% redeemablepreference shares of INR 10 each	2,50,000
34,00,000 7% non-cumulative non-convertible redeemablepreference shares of INR 10 each	3,40,00,000
2,50,000 unclassifed shares of INR 10 each	25,00,000
Total	86,52,50,000
Issued, subscribed and, paid-up share capital
2,90,03,525 Equityshares of INR 10 each,fully paid-up	29,00,35,250
Total	29,00,35,250

Subsequent to 31[st] October, 2025, and till the dispatch of this Notice, there has been no change in the issued, subscribed, and paid-up Share Capital of the Transferee Company.

• (k) Pre and Post shareholding pattern of Transferee Company as on date of the notice of the shareholders is tabulated below:

Pre and Post shareholding pattern of Transferee Company as on date of the notice of the shareholders is tabulated below:	Pre and Post shareholding pattern of Transferee Company as on date of the notice of the shareholders is tabulated below:	Pre and Post shareholding pattern of Transferee Company as on date of the notice of the shareholders is tabulated below:	Pre and Post shareholding pattern of Transferee Company as on date of the notice of the shareholders is tabulated below:	Pre and Post shareholding pattern of Transferee Company as on date of the notice of the shareholders is tabulated below:
Asia Investments Private Limited
Category of Shareholders	Pre-Scheme		Post-Scheme
	Holding	% of Holding	Holding	% of Holding
A) Promoters/Promoter Group	2,90,03,525	100	2,90,03,525	100
B) Public	-	-	-	-
Total	2,90,03,525	100	2,90,03,525	100

GABRIEL INDIA LIMITED

14

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(l) A summary of the Standalone assets and liabilities of the Transferee Company as per the Audited Balance Sheet as on 31[st] March, 2025 are as follows:

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Liabilities Amount as on Assets Amount as on
31 [st] March, 2025 (in Crores) 31 [st] March, 2025 (in Crores)
Share capital 29.00 Total financial assets 813.40
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2025 are as follows: Liabilities Share capital	Amount as on 31st March, 2025(in Crores) 29.00	Assets Total fnancial assets	Amount as on 31st March, 2025(in Crores) 813.40
Other Equity	869.35	Total non-fnancial assets	101.68
Total fnancial liabilities	11.60
Total non-fnancial liabilities	5.13
Total	**915.08 **	Total	915.08

• (m) Audited financial statements as on 31[st] March, 2025 and Provisional Unaudited Financial Statements as on 31[st] October, 2025 of Transferee Company is attached herewith as Annexure 8A and 8B.

• (n) Names of the Promoters and Directors of the Transferee Company as on 31[st] October, 2025 along with their addresses:

• (i) The details of the promoters of the Transferee Company are as follows:

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Sr. Name of Promoter/Promoter Group Category Office Address
No
1 Anfilco Limited Promoter Group 1, Sri Aurobindo Marg Hauz Khas New Delhi - 110016
2 Anfilco Limited holding on behalf of Anand Automobiles Promoter Group 1, Sri Aurobindo Marg Hauz Khas New Delhi - 110016
3 Mrs. Anjali Singh held shares on behalf of Anand Promoter Group 1, Sri Aurobindo Marg Hauz Khas New Delhi - 110016
Automobiles
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(ii) The details of the Directors of the Transferee Company are as follows:

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Sr. Name of Director Designation Office Address
No
1 Anjali Singh Director 1, Sri Aurobindo Marg Hauz Khas New Delhi - 110016
2 Deepak Chopra Director 1, Sri Aurobindo Marg Hauz Khas New Delhi - 110016
3 Charanjit Singh Director 1, Sri Aurobindo Marg Hauz Khas New Delhi - 110016
4 Manish Chadha Director 1, Sri Aurobindo Marg Hauz Khas New Delhi - 110016
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(o) The date of the Board Meeting of the Transferee Company at which the Scheme was approved by the Board of Directors including the name of the Directors who voted in favor of the resolution, who voted against the resolution and who did not vote or participate on such resolution:

• i. The Board of Directors of Transferee Company approved the Scheme at its meeting dated 30[th] June, 2025. Details of the manner in which the Directors of Transferee Company voted at this meeting are as follows:

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S. Name of Director Voted in favor/ against/ abstained
No.
1 Anjali Singh In favour
2 Deepak Chopra In favour
3 Charanjit Singh In favour
4 Jagdish Kumar In favour
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(p) None of the Directors, Key Managerial Personnel of Transferee Company and their respective relatives have any interests, financial or otherwise in the Scheme, except to the extent of their respective shareholding in the Transferor Company, Transferee Company and Resulting Company (as applicable) if any, and/or to the extent the said Directors / Key Managerial Personnel are common Directors of the Transferor Company, Transferee Company and Resulting Company (as applicable). The details of the shareholding of Directors and Key Managerial Personnel of Transferee Company as on date of Notice is as follows:

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S. Name Designation No. of shares held in No. of shares held in No. of shares held in
No. Resulting Company Transferee Company Transferor Company
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S. No.	Name	Designation	No. of shares held in Resulting Company	No. of shares held in Transferee Company	No. of shares held in Transferee Company	No. of shares held in Transferor Company
1	Anjali Singh	Director	6,41,942	0		0
2	Deepak Chopra	Director	165,000	0		0
3	Charanjit Singh	Director	0	0		0
4	Manish Chadha	Director	0	0		0
5	Anshul Bhargava	CompanySecretary	0	0		0
The Transferee Company has NIL secured creditors as on 31stOctober, 2025 and amount due to such secured creditors NIL. The Transferee Company has 30 (Thirty) unsecured creditors as on 31stOctober, 2025 and amount due to such Unsecured Creditors is INR 1,49,56,711. Disclosure about the effect of the Composite Scheme of Arrangement on:
Shareholders					The effect of the Scheme on the Shareholders, Promoters, Non- Promoter Shareholders, Key Managerial Personnel, Directors, Depositors, Creditors, Debentures holders, Deposit trustee and debenture trustee and Employees of the Company is given in the report adopted by the Board of Directors of Transferee Company pursuant to the provisions of Section 232(2)(c) of the Act which is attached asAnnexure 9to this Statement.
Promoters
Non-Promoter Shareholders
KeyManagerial Personnel(KMP)
Directors
Depositors
Creditors
Debenture holders
Deposit trustee and debenture trustee
Employees of the Company

(q) The Transferee Company has NIL secured creditors as on 31[st] October, 2025 and amount due to such secured creditors NIL.

(r) The Transferee Company has 30 (Thirty) unsecured creditors as on 31[st] October, 2025 and amount due to such Unsecured Creditors is INR 1,49,56,711.

• (s) Disclosure about the effect of the Composite Scheme of Arrangement on:

(t) The Scheme is filed with the Registrar of Companies on 03[rd] February 2026. A copy of the E-form GNL-1 is attached as Annexure 5C .

(u) There are no material investigations or proceedings pending against the Transferee Company or its Directors as per the terms of Section 230(2)(a) of Companies Act, 2013.

GABRIEL INDIA LIMITED

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9. Other details regarding the Scheme required as per Rule 6(3) of the Companies (Compromises, Arrangements and Amalgamations) Rules, 2016: 1. Relationship between the Companies :

  - The Transferor Company is fully held by the Transferee Company and its wholly owned subsidiary. Further, the Resulting Company is the subsidiary of the Transferee Company.

2. “Appointed Date 1” means 01 April, 2025, or such other date as may be approved by the Honorable National Company Law Tribunal(s), for the purposes of this Scheme;

3. “ Appointed Date 2 ” means 01 April, 2026, or such other date as may be approved by the Honorable National Company Law Tribunal(s), for the purposes of this Scheme;

4. “Effective Date” means the date on which last of the conditionalities specified in Clause 34 of the Scheme is fulfilled. Any reference in this Scheme to the date “upon the Scheme becoming effective” or “effectiveness of the Scheme” or “upon coming into effect of this Scheme” or “upon the Scheme coming into effect” shall mean the Effective Date, as defined in this Clause;

5. “Record Date” means the date to be fixed by the Board of the Resulting Company in consultation with the Board of the Demerged Company thereof for the purpose of determining the members of the Demerged Company to whom new shares to be allotted pursuant to the Scheme;

6. Consideration for the Amalgamation: Gist of consideration is mentioned below in italics: Consideration for Part C of the Scheme- Amalgamation of The Transferor Company with and into The Transferee Company: The Transferor Company is fully held by the Transferee Company and its wholly owned subsidiary. The Transferee Company cannot issue its shares to its wholly-owned subsidiary in terms of the provisions of Section 19 of the Act. Therefore, no shares shall be issued as consideration for the amalgamation of the Transferor Company with the Transferee Company.

Upon the Scheme becoming effective, all equity shares of the Transferor Company held by the Transferee Company shall stand cancelled without any further application, act or deed. Consideration for Part D of the Scheme- Demerger of The Demerged Undertaking of The Demerged Company into The Resulting Company: Upon coming into effect of the Scheme, in consideration for the transfer and vesting of the Demerged Undertaking by the Transferee Company into the Resulting Company, the equity shareholders of the Transferee Company or their respective heirs, executors, administrators or other legal representatives or other successors in title, whose names appear in the Register of Members of the Transferee Company on the Record Date, shall, without any further act, deed or thing be issued and allotted as under:

• “1158 fully paid equity shares of Rs. 1 each of Resulting Company, for every 1000 equity shares of Rs. 10 each held in the Transferee Company”

10. Objects and Rationale of the Scheme as perceived by the Board of Directors of the Companies:

• The Transferor Company is fully held by the Transferee Company / Demerged Company and its wholly owned subsidiary. Further, the Resulting Company is the subsidiary of the Transferee Company / Demerged Company. The Scheme is designed to strategically reposition the Resulting Company as a diversified mobility solutions provider by rationalizing the corporate structure and, in the process, enhance stakeholder value. The amalgamation of the Transferor Company with and into the Transferee Company and subsequent demerger of the Demerged Undertaking of the Transferee Company into the Resulting Company is, interalia, expected to yield the following benefits:

• Consolidate the business of the Demerged Undertaking of the Transferee Company in automotive components and products like Drive Train products including transmissions for EVs, Body in White and NVH Products and solutions, brass and steel synchroniser rings, aluminium forgings, brake fluids, radiator coolants and diesel exhaust fluids (DEF) / Ad-Blue for 2W, 3W and 4W vehicles and trucks and PU and PVC based adhesives in the Resulting Company, thereby transforming the Resulting Company from a mono-product suspension company into a diversified, technology-driven mobility solutions provider, and reducing the dependency on a single product line by expansion into new segments, geographies, the aftermarket product range and railways product range;

• Optimize the Resulting Company’s supply chain, enhance marketing strategies and strengthen customer relationships, establishing a robust foundation for growth;

• Enables the Resulting Company to position as a preferred global OEM partner, delivering platform flexibility and ensuring alignment with future industry needs;

• Enhancing the Resulting Company to project as a preferred partner for future foreign collaborations in the automotive components space, and enhancing its presence in foreign markets, specifically the US and European market, ensuring its potential to attract capital for future growth and fostering the development of new technologies;

• Eliminate intra-group transactions and consequent cash flow blockages which shall result in streamlined cash flow management and efficient utilization of capital;

• Assist in rationalizing the corporate structure and reduction of shareholding tiers;

• Create substantial value for stakeholders through EPS accretion; and

• Achieve cost efficiencies through economies of scale and savings of administration and other costs associated with managing separate entities.

Accordingly, the Management of respective companies, have formulated this Scheme pursuant to the provisions of Sections 230-232 and other applicable provisions of the Companies Act, 2013 (including any statutory modification or re-enactment or amendment thereof).

The Transferee Company, being the holding company of the Resulting Company, shall indemnify the Resulting Company and keep the Resulting Company indemnified for any liability, claim and demand, if any, relating to any period prior to the Effective Date (as defined hereinafter) which may devolve on the Resulting Company on account of the Demerger as per Part D of the Scheme.

There is no likelihood that interests of any shareholder(s) or creditor(s) of the respective companies would be prejudiced as a result of the Scheme. The Scheme does not affect the rights of the creditors of the respective companies. There will not be any reduction in amounts payable to the creditors, nor shall there be any change in terms with creditors which is averse to their interests, pursuant to the sanctioning of this Scheme. Without prejudice to the above, the Scheme is an arrangement between the respective companies and their respective shareholders, as contemplated under Section 230(1)(b) of the Companies Act, 2013 and not a Scheme envisaged under Section 230(1)(a) of the Companies Act, 2013.

Copy of Scheme is attached herewith as Annexure 10.

GABRIEL INDIA LIMITED

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11. Summary of the Valuation Report and Fairness Opinion

The valuation reports were issued by the Registered Valuer – Securities or Financial Assets describing, inter alia, the methodologies adopted by them in arriving at the Share Exchange Ratio and setting out the detailed computation of the Share Exchange Ratio for the Composite Scheme of Arrangement. In the Valuation Report:

• a. The valuers have stated that share entitlement ratio in the event of the Demerger of the demerged business of the Demerged Company into the Resulting Company would be as follows:

To Equity Shareholders:

• “1158 fully paid equity shares of Rs. 1 each of Resulting Company, for every 1000 equity shares of Rs. 10 each held in the Transferee Company”

• b. In compliance with Para (A)(2)(d) of Part I of SEBI Master Circular No SEBI/HO/CFD/DIL1/CIR/P/2020/249 dated 22[nd ] December, 2020, as amended and updated by SEBI Master Circular No. SEBI/HO/CFD/DIL1/CIR/P/2021/0000000665 dated 23[rd] November, 2021 read with SEBI Master Circular No. SEBI/HO/CFD/POD2/P/CIR/2023/93 dated 20[th] June, 2023 (“SEBI Scheme Circular”), a Fairness Opinion dated 30[th] June, 2025 issued by a SEBI Registered Merchant Banker, stating that the Valuation Report is fair and reasonable. The recommendation of the Share Exchange Ratio has been approved by the Audit Committee and the Board of Directors of the Transferor Company, the Transferee Company and the Resulting Company. The copy of Valuation Reports and Fairness Opinion Report are attached herewith as Annexure 11A to 11C respectively.

• c. Certificate from the Statutory Auditor of the Transferee Company and Resulting Company to the effect that the accounting treatment, if any, proposed in the Scheme is in conformity with the Accounting Standards prescribed under Section 133 of the Companies Act, 2013 (Annexure 12A and 12B)

12. Detail of capital restructuring

• Refer Clause 12 the Composite Scheme of Arrangement.

13. Detail of debt restructuring:

There shall be no debt restructuring of the Companies pursuant to the Scheme.

14. Inspection of the following documents may be taken at the Registered Office of the Companies on any working day (except Saturday, Sunday and Public Holiday) prior to the date of the meeting between 02:00 P.M. to 04:00 P.M. An advance notice should be given by e-mail to the Resulting Company at secretarial@gabriel.co.in if it is desired to obtain copies of the Notice from the Registered Office of the Resulting Company. Alternatively, a request for obtaining an electronic/ soft copy of the Notice and Explanatory Statement may be made by writing an email to einwird.ris@kfntech.com:

• (i) Order dated 29[th] January, 2026 passed by the Hon’ble Tribunal in Company Scheme Application No C.A. (CAA)/ 281 (MB) 2025, directing the convening of the meetings of Equity Shareholders of Resulting Company;

• (ii) Copy of the Composite Scheme of Arrangement between the Companies; (iii) Share Swap Ratio Reports, dated 30[th] June, 2025 issued by the Registered Valuer – Securities or Financial Assets, describing, inter alia , the methodologies adopted by them in arriving at the Share Exchange Ratio and setting out the detailed computation of the Share Exchange Ratio for the proposed Composite Scheme of Arrangement;

• (iv) Fairness Opinion dated 30[th] June, 2025 issued by the SEBI Registered Merchant Banker stating that the Valuation Report is fair and reasonable; (v) The certificates issued by the statutory auditors of the Transferee Company / Demerged Company and Resulting Company to the effect that the accounting treatment, if any, proposed in the Scheme is in conformity with the Accounting Standards prescribed under Section 133 of the Act;

• (vi) Contracts or agreements material to the Scheme: There have been no contracts or agreements material to the Scheme. Hence, not applicable; (vii) Memorandum and Articles of Associations of the Companies; (viii) Latest Annual Report of the Companies; (ix) Copy of the Audit Committee Report and Independent Directors Committee Report dated 30[th] June, 2025 of the Resulting Company; (x) Copy of the resolution passed by the Board of Directors of the Resulting Company dated 30[th] June, 2025, approving the Scheme; (xi) Copy of the report adopted by the Board of Directors of the Companies as per the provisions of Section 232(2) (c) of the Act. (xii) Abridged Prospectus providing details of the Transferor Company, Transferee Company and Resulting Company as duly certified by a SEBI Registered Merchant Banker.

• 15. Details of approvals, sanctions or no-objection(s) from regulatory or any other governmental authorities required, received or pending for the purpose of the Scheme :

• (i) In terms of Regulation 37 of the Listing Regulations, BSE and NSE, by their letters dated 18[th] November, 2025 and 17[th] November, 2025 respectively, have issued their no objection to the Scheme. The Copy of the said observation letters dated 18[th] November, 2025 and 17[th] November, 2025 as received from BSE and NSE are enclosed as Annexure 13 and Annexure 14 , respectively.

• (ii) As required by the SEBI Scheme Circular No. SEBI/HO/CFD/DIL1/CIR/P/2021/0000000665 dated 23[rd] November, 2021 read with SEBI Master Circular No. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023, the Resulting Company has filed its Complaint report dated 01[st] August, 2025, with BSE and Complaint report dated 03[rd] September, 2025 with NSE. Copy of the said Complaint reports filed by the Resulting Company are enclosed as Annexure 15 and Annexure 16, respectively .

• (iii) The Scheme was filed by the Companies with the Mumbai Bench of the NCLT on 15[th ] December, 2025. The Hon’ble NCLT, Mumbai Bench has passed directions to convene Meetings(s) of Equity Shareholders of Resulting Company vide an Order dated 29[th] January 2026. The Copy of Order is attached herewith as Annexure 17.

• (iv) The Scheme is conditional and subject to necessary sanctions and approvals as set out in the Scheme.

16. Other details regarding the Scheme required as per Rule 6(3) of the Companies (Compromises, Arrangements and Amalgamations) Rules 2016:

• In the opinion of the Board, the said Scheme will be of advantage and beneficial to the Resulting Company, its shareholders, creditors and other stakeholders and the terms thereof are fair and reasonable.

• This statement may be treated as an Explanatory Statement under Sections 230(3), 232(1), 232(2) and 102 of the Act and the statement for the purposes of Rule 6(3) of the Rules.

• After the Scheme is approved by the Equity Shareholders of Resulting Company, it will be further subject to the approval by the Hon’ble National Company Law Tribunal, Mumbai Bench.

• Compliance Reports under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 of the Resulting Company is attached herewith as Annexure 18.

GABRIEL INDIA LIMITED

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17. Additional Details that Resulting Company was directed to disclose in explanatory statement as per Observation Letter dated 18[th] November, 2025 issued by BSE Limited and dated 17[th] November 2025 National Stock Exchange of India Limited is tabulated below:

2025	issued by BSE Limited and dated 17th November 2025 National Stock Exchange of India Limited is tabulated below:	issued by BSE Limited and dated 17th November 2025 National Stock Exchange of India Limited is tabulated below:	issued by BSE Limited and dated 17th November 2025 National Stock Exchange of India Limited is tabulated below:
A.	Observations of NSE and responses thereon:
	Sr. no	List of documents/details	Annexure/ remarks
	1	The proposed composite Scheme of Amalgamation and Arrangement shall be in compliance with the provisions of Regulation 11 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.	The Resulting Company hereby affrms that it shall comply with the provisions of Regulation 11 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and ensure that all entities involved in the Scheme duly adhere to the provisions of such a Regulation as applicable to them.
	2	The Company shall disclose all details of ongoing adjudication & recovery proceedings, prosecution initiated and all other enforcement action taken, if any, against the Company, its promoters and directors, before Hon'ble NCLT and shareholders, while seeking approval of the scheme.	Separate note in respect of details of ongoing adjudication and recovery proceedings, prosecution initiated and all other enforcement action taken, if any, against the Company and its promoters and directors are enclosed asAnnexure 19.
	3	The Company shall ensure that additional information, if any, submitted by the Company after fling the scheme with the stock exchange, from the date of receipt of this letter, is displayed on the websites of the listed companyand the stock exchanges.	No additional information has been submitted to SEBI since the date of receipt of NSE Observation Letter dated 17thNovember, 2025.
	4	The Company shall ensure that the entities involved in the proposed scheme shall not make any changes in the draft scheme subsequent to fling the draft scheme with SEBI by the Stock Exchange(s), except those mandated by the regulators/authorities/tribunal.	The Resulting Company hereby undertakes that no changes to the draft Scheme except those mandated by the regulators/ authorities / tribunals shall be made without specifc written consent of SEBI. Additionally, there has been a change in the registered offce of the Transferor Company and the Transferee Company. The Transferor company have shifted their registered offce from the Union territory of Delhi to the state of Maharashtra on 27thNovember 2025 and the Transferee Company have shifted their registered offce from Mumbai to Pune on 17thDecember 2025. A revised copy of the Draft Scheme of Arrangement is attached asAnnexure 10.
	5	The Company shall ensure compliance with the SEBI circulars issued from time to time. The entities involved in the Scheme shall duly comply with various provisions of the SEBI Master Circular dated June 20, 2023 and also ensure that all the liabilities of Transferor Company are transferred to the Transferee Company.	The Resulting Company hereby affrms that it shall comply with all SEBI circulars issued from time to time and ensure that all entities involved in the Scheme duly adhere to the provisions of the SEBI Master Circular dated June 20, 2023. The Resulting Company further confrms that all liabilities of the Transferor Company(ies) shall be transferred to the Transferee Companyin accordance with the Scheme.
	6	The Company shall ensure that the information pertaining to all the Unlisted Companies involved in the scheme shall be included in the format specifed for abridged prospectus as provided in Part E of Schedule VI of the ICDR Regulations, 2018, in the explanatory statement or notice or proposal accompanying resolution to be passed, which is sent to the shareholders for seekingapproval.	Details of all the Unlisted Companies namely, Anchemco India Private Limited (Formerly known as Andasia Private Limited) and Asia Investments Private Limited in the format specifed for abridged prospectus as provided in Part E of Schedule VI to the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 are enclosed asAnnexure 20A and 20B.
	7	The Company shall ensure that the fnancials in the scheme including fnancials considered for valuation report are not for period more than 6 months old.	The Resulting Company hereby affrms that the fnancials included in the Scheme, including those considered for the valuation report, are not for period more than 6 months old and are in compliance with the applicable regulatoryrequirements.
	8	Need for merger and demerger, Rationale of the scheme, Synergies of business of the companies involved in the scheme, Impact of the scheme on the shareholders and cost beneft analysis of the scheme.	Note in respect of need for merger and demerger, Rationale of the Scheme, Synergies of business of the companies involved in the Scheme, Impact of the Scheme on the shareholders and cost beneft analysis of the Scheme is enclosed asAnnexure 21.
	9	Details of Registered Valuer issuing Valuation Report and Merchant Banker issuing Fairness opinion, Summary of methods considered for arriving at the Share-Swap Ratio and Rationale for using the above method.	Registered Valuer: BDO Valuation Advisory LLP, Registered Valuers – Securities or Financial Assets (IBBI Registration No. IBBI Regn No. IBBI/RV-E/02/2019/103) and KPMG Valuation Services LLP, Registered Valuer – Securities or Financial Assets (IBBI Registration No. IBBI Regn No. IBBI/RV-E/06/2020/115). Merchant Banker: ICICI Securities Ltd, a Category-I Merchant Banker ReferAnnexure 11A and 11Bfor basis of arriving at share swap ratio and rationale.
	10	Details of Revenue, PAT and EBIDTA of the Resulting Company and the Transferee company for the last three years.	Details of Revenue, PAT and EBIDTA of Resulting Company and Transferee Company for last 3 years is enclosed asAnnexure 22A and 22B.
	11	Latest fnancials of Transferor, Transferee and Resulting companies not older than 6 months from the date of NOC of Stock Exchange should be updated on the Website and same also to be disclosed in the explanatorystatement.	The latest Financial Statements of Transferor, Transferee and Resulting Company as on 31stMarch, 2025 are updated on the website and are enclosed respectively asAnnexure 3B, 6B and 8B.
	12	Pre and Post Scheme shareholding of the Resulting Company and the Transferee Company as on the date of notice of shareholders meeting along with rationale for changes, if any, occurred between fling of Draft Scheme to Notice to shareholders	Pre and Post Scheme shareholding of the Resulting Company and the Transferee Company as on the date of notice of shareholders meeting can be referred underclause 6(k) and 8(k). For change in the shareholding pattern of the Transferee Company and Resulting Company between the date of fling of the Draft Scheme with the Stock Exchanges and the date of Notice of to the Shareholders refer toAnnexure 23.
	13	Capital built-up of the Transferor Company, Transferee Company and Resulting Company since incorporation and last 3 years shareholding pattern fled by Transferor Company, Transferee Companywith ROC.	Capital built-up of Transferor Company, Transferee Company and Resulting Company for last 10 years is enclosed asAnnexure 24A to 24Cand for the shareholding pattern fled with the ROC, refer to Annexure 25A and 25B.

GABRIEL INDIA LIMITED

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Sr. no	List of documents/details	Annexure/ remarks
14	Value of Assets and Liabilities of Transferee Company that are being transferred to Resulting Company and post-merger balance sheet of Transferee Company and Resulting Company.	Details of the value of the assets and liabilities of the Transferee Company / Demerged Company that are proposed to be transferred to the Resulting Company cannot be provided at present, as the Appointed Date for the demerger of the Demerged Undertaking from the Transferee Company / Demerged Company to the Resulting Company is a prospective date, i.e., 01 April 2026. The Demerged Undertaking of the Demerged Company comprises the entire business of Anchemco India Private Limited along with its respective reserves, as well as the investments in Dana Anand India Private Limited, Henkel Anand India Private Limited, and Anand CY Myutec Automotive Private Limited, including the respective reserves, as refected in the books of Demerged Company. Value of Assets and Liabilities of Transferee Company that are being transferred to Resulting Company and Post-scheme balance sheet of Transferee Company and Resulting Company is enclosed asAnnexure 26 and 27.
15	Details of potential benefts and risks associated with the merger, demerger, including integration challenges, market conditions and fnancial uncertainties.	The Scheme is designed to strategically reposition the Resulting Company as a diversifed mobility solutions provider by rationalizing the corporate structure and, in the process, enhance stakeholder value. The Scheme shall also eliminate intra-group transactions and consequent cash fow blockages which shall result in streamlined cash fow management and effcient utilization of capital. The Transferor Company is fully held by the Transferee Company and its wholly owned subsidiary. Further, the Resulting Company is the subsidiary of the Transferee Company. Accordingly, the proposed restructuring involves entities within the same corporate group, and therefore is not expected to give rise to any integration challenges or expose the companies to risks arising from market conditions or fnancial uncertainties.
16	Financial implication of Merger and Demerger on Promoters, Public Shareholders and the companies involved	The Transferee Company, being the holding company of the Resulting Company, shall indemnify and keep the Resulting Company indemnifed against any liability, claim, or demand relating to any period prior to the Effective Date that may devolve upon the Resulting Company pursuant to the Demerger under Part D of the Scheme. The Scheme does not prejudice the interests of any shareholders or creditors of the respective companies, nor does it affect the rights of creditors, as there is no reduction in amounts payable or any adverse change in the terms with creditors arisingfrom the sanction of the Scheme.
17	Disclose all pending actions against the entities involved in the Scheme its promoters/directors/KMPs and possible impact of the same on the Resulting Company to the shareholders.	There are no pending actions against the Transferor Company, Transferee company the Resulting Company and their respective promoters/directors/KMPs, which may have adverse impact on the Scheme.
18	The Company shall ensure that the details of the proposed scheme under consideration as provided by the Company to the Stock Exchange shall be prominently disclosed in the notice sent to the Shareholders.	The Resulting Company hereby affrms that the details of the proposed Scheme, as submitted to the Stock Exchange, are prominently disclosed in the notice sent to the shareholders while seeking their approval.
19	The Company shall ensure that the proposed equity shares to be issued in terms of the “Scheme” shall mandatorily be in demat form only.	The Resulting Company hereby confrms that any proposed equity shares to be issued in terms of the Scheme shall be issued only in demat form.
20	The Company shall ensure that the “Scheme” shall be acted upon subject to the applicant complying with the relevant clauses mentioned in the scheme document.	The Resulting Company confrms that the Scheme will be acted upon subject to the applicant’s compliance with all relevant clauses set out in the Scheme document.
21	The Company shall ensure that no changes to the draft scheme except those mandated by the regulators/ authorities / tribunals shall be made without specifc written consent of SEBI.	The Resulting Company hereby undertakes that no changes to the draft Scheme except those mandated by the regulators/ authorities / tribunals shall be made without specifc written consent of SEBI. Additionally, there has been a change in the registered offce of the Transferor Company and the Transferee Company. The Transferor company have shifted their registered offce from the Union territory of Delhi to the state of Maharashtra on 27thNovember 2025 and the Transferee Company have shifted their registered offce from Mumbai to Pune on 17thDecember 2025. A revised copy of the Draft Scheme of Arrangement is attached asAnnexure 10.
22	The Company shall ensure that the observations of SEBI/Stock exchanges shall be incorporated in the petition to be fled before NCLT and the company is obliged to bring the observations to the notice of NCLT.	The Resulting Company undertakes to incorporate all observations of SEBI and the Stock Exchanges in the petition to be fled before the Hon’ble NCLT and to specifcally bring these observations to the notice of the Hon’ble NCLT.
23	The Company shall ensure that applicable additional information, if any, shall form part of disclosures to shareholders, which was submitted by the Company to the Stock Exchange as per Annexure M of Exchange checklist.	The Resulting Company undertakes that applicable additional information, shall form part of disclosures to shareholders, which was submitted by the Company to the Stock Exchange as per Annexure M of Exchange checklist. The same has been enclosed asAnnexure 28. For the list of comparable companies of the Resulting Company as considered in comparable companies method, please refer to response to Point 11 in table in Sr. No. C below.
24	The Company shall ensure to comply with all the applicable provisions of the Companies Act, 2013, rules and regulations issued thereunder including obtaining the consent from the creditors for the proposed scheme.	The Resulting Company undertakes to comply with all applicable provisions of the Companies Act, 2013 and rules and regulations issued thereunder, including obtaining the requisite consent from creditors for theproposed Scheme.

GABRIEL INDIA LIMITED

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B.	Sr. no	List of documents/details	List of documents/details	Annexure/ remarks
	25	The Company shall ensure that the steps for listing of specifed securities are completed and trading in securities commences within sixty days of receipt of the order of the Hon'ble High Court/NCLT, simultaneously on all the stock exchanges where the equity shares of the listed entity (or transfer entity)are/were listed.		The Resulting Company ensures to take all the steps for listing of specifed securities are completed and trading in securities commences within sixty days of receipt of the order of the Hon'ble High Court/ NCLT, simultaneously on all the stock exchanges where the equity shares of the listed entity (or transfer entity)are/were listed.
	26	The Company shall ensure that the listed entity(ies) involved in the proposed scheme shall disclose the No-Objection letter of the Stock Exchange(s)on its website within 24 hours of receivingthe same.		The Resulting Company undertakes that the No-Objection letter of the Stock Exchange(s) was disclosed on its website within 24 hours of receivingthe same.
	Observations of BSE and responses thereon:
	Sr. no.	List of documents/details	Annexure/ remarks
	1	The proposed composite Scheme of Amalgamation and Arrangement shall be in compliance with the provisions of Regulation 11 of SEBI (Listing Obligations and Disclosure Requirements)Regulations,2015.	The Resulting Company hereby affrms that it shall comply with the provisions of Regulation 11 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and ensure that all entities involved in the Scheme duly adhere to theprovisions of such a Regulation as applicable to them.
	2	The entity shall ensure to disclose all details of ongoing adjudication & recovery proceedings, prosecution initiated and all other enforcement action taken, if any, against the Company, its promoters and directors, before Hon'ble NCLT and shareholders,while seekingapproval of the scheme.	Separate note in respect of details of ongoing adjudication and recovery proceedings, prosecution initiated and all other enforcement action taken, if any, against the Company and its promoters and directors are enclosed as Annexure 19.
	3	The Company shall ensure that additional information, if any, after fling the scheme with the stock exchange, from the date of receipt of this letter, is displayed on the websites of the listed companyand the stock exchanges.	No additional information has been submitted to SEBI since the date of receipt of BSE Observation Letter dated 18thNovember, 2025.
	4	The entities involved in the proposed scheme shall not make any changes in the draft scheme subsequent to fling the draft scheme with SEBI by the Stock Exchange(s), except those mandated by the regulators/authorities/tribunal.	The Resulting Company hereby undertakes that no changes to the draft Scheme except those mandated by the regulators/ authorities / tribunals shall be made without specifc written consent of SEBI. Additionally, there has been a change in the registered offce of the Transferor Company and the Transferee Company. The Transferor company have shifted their registered offce from the Union territory of Delhi to the state of Maharashtra on 27th November 2025 and the Transferee Company have shifted their registered offce from Mumbai to Pune on 17thDecember 2025. A revised copy of the Draft Scheme of Arrangement is attached asAnnexure 10.
	5	The Entity shall ensure compliance with the SEBI circulars issued from time to time. The entities involved in the Scheme shall duly comply with various provisions of the SEBI Master Circular dated June 20, 2023 and also ensure that all the liabilities of Transferor Company are transferred to the Transferee Company.	The Resulting Company hereby affrms that it shall comply with all SEBI circulars issued from time to time and ensure that all entities involved in the Scheme duly adhere to the provisions of the SEBI Master Circular dated June 20, 2023. The Resulting Company further confrms that all liabilities of the Transferor Company(ies) shall be transferred to the Transferee Company in accordance with the Scheme.
	6	The entity is advised that the information pertaining to all the Unlisted Companies involved in the scheme shall be included in the format specifed for abridged prospectus as provided in Part E of Schedule VI of the ICDR Regulations, 2018, in the explanatory statement or notice or proposal accompanying resolution to be passed,which is sent to the shareholders for seekingapproval.	Details of all the Unlisted Companies namely, Anchemco India Private Limited (Formerly known as Andasia Private Limited) and Asia Investments Private Limited in the format specifed for abridged prospectus as provided in Part E of Schedule VI to the SEBI (Issue of Capital and Disclosure Requirements) Regulations, 2018 are enclosed asAnnexure 20A and 20B.
	7	The entity shall ensure that the fnancials in the scheme including fnancials considered for valuation report are not for period more than 6 months old.	The Resulting Company hereby affrms that the fnancials included in the Scheme, including those considered for the valuation report, are not for period more than 6 months old and are in compliance with the applicable regulatoryrequirements.
	8	Need for the merger and demerger, Rationale of the Scheme, Synergies of business of the entities involved in the Scheme, Impact of the Scheme on the shareholders and cost beneft analysis of the Scheme_._	Note in respect of need for merger and demerger, Rationale of the Scheme, Synergies of business of the companies involved in the Scheme, Impact of the Scheme on the shareholders and cost beneft analysis of the Scheme is enclosed asAnnexure 21.
	9	Details of Registered Valuer issuing Valuation Report and Merchant Banker issuing Fairness opinion, Summary of methods considered for arriving at the Share-Swap Ratio and Rationale for using above methods.	Registered Valuer: BDO Valuation Advisory LLP, Registered Valuers – Securities or Financial Assets (IBBI Registration No. IBBI Regn No. IBBI/ RV-E/02/2019/103) and KPMG Valuation Services LLP, Registered Valuer – Securities or Financial Assets (IBBI Registration No. IBBI Regn No. IBBI/ RV-E/06/2020/115). Merchant Banker: ICICI Securities Ltd, a Category-I Merchant Banker. ReferAnnexure 11Aand11Bfor basis of arriving at share swap ratio and rationale.
	10	Details of Revenue, PAT and EBIDTA of the Resulting Company and the Transferee companyfor the last threeyears.	Details of Revenue, PAT and EBIDTA of Resulting Company and Transferee Companyfor last 3years is enclosed asAnnexure 22A and 22B.
	11	Latest fnancials of Transferor. Transferee and Resulting companies not older than 6 months from the date of NOC of Stock Exchange should be updated on the Website and same also to be disclosed in the explanatorystatement.	The Financial Statements of Transferor, Transferee and Resulting Company as on 31stMarch 2025 are updated on the website and are enclosed respectively asAnnexure 3B, 6B, and 8B.
	12	Pre and Post Scheme shareholding of the Resulting Company and the Transferee Company as on the date of notice of shareholders meeting along with rationale for changes, if any, occurred between fling of Draft Scheme to Notice to shareholders	Pre and Post Scheme shareholding of the Resulting Company and the Transferee Company as on the date of notice of shareholders meeting can be referred underclause 6(k) and 8(k). For change in the shareholding pattern of the Transferee Company and Resulting Company between the date of fling of the Draft Scheme with the Stock Exchanges and the date of Notice of to the Shareholders refer to Annexure 23.
	13	Capital built-up of the Transferor Company, Transferee Company and Resulting Company since incorporation and last 3 years shareholding pattern fled by Transferor Company, Transferee Companywith ROC.	Capital built-up of Transferor Company, Transferee Company and Resulting Company for last 10 years is enclosed asAnnexure 24A to 24Cand for the shareholding pattern fled with the ROC, refer toAnnexure 25A and 25B.

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Sr. no.	List of documents/details	Annexure/ remarks
14	Value of Assets and Liabilities of Transferee Company that are being transferred to Resulting Company and post-merger balance sheet of Transferee Company and Resulting Company.	Details of the value of the assets and liabilities of the Transferee Company and the Resulting Company that are proposed to be transferred to the Resulting Company cannot be provided at present, as the Appointed Date for the demerger of the Demerged Undertaking from the Transferee Company to the Resulting Company is a prospective date, i.e., 01 April 2026. The Demerged Undertaking comprises the entire business of Anchemco India Private Limited along with its respective reserves, as well as the investments in Dana Anand India Private Limited, Henkel Anand India Private Limited, and Anand CY Myutec Automotive Private Limited, including the respective reserves, as refected in the books of Transferee Company. Value of Assets and Liabilities of Transferee Company that are being transferred to Resulting Company and Post-scheme balance sheet of Transferee Company and ResultingCompanyis enclosed asAnnexure 26 and 27.
15	Details of potential benefts and risks associated with the merger, demerger, including integration challenges, market conditions and fnancial uncertainties.	The Scheme is designed to strategically reposition the Resulting Company as a diversifed mobility solutions provider by rationalising the corporate structure and, in the process, enhance stakeholder value. The Scheme shall also eliminate intra-group transactions and consequent cash fow blockages which shall result in streamlined cash fow management and effcient utilization of capital. The Transferor Company is fully held by the Transferee Company and its wholly owned subsidiary. Further, the Resulting Company is the subsidiary of the Transferee Company. Accordingly, the proposed restructuring involves entities within the same corporate group, and therefore is not expected to give rise to any integration challenges or expose the companies to risks arisingfrom market conditions or fnancial uncertainties.
16	Financial implication of Merger and Demerger on Promoters, Public Shareholders and the companies involved	The Transferee Company, being the holding company of the Resulting Company, shall indemnify and keep the Resulting Company indemnifed against any liability, claim, or demand relating to any period prior to the Effective Date that may devolve upon the Resulting Company pursuant to the Demerger under Part D of the Scheme. The Scheme does not prejudice the interests of any shareholders or creditors of the respective companies, nor does it affect the rights of creditors, as there is no reduction in amounts payable or any adverse change in the terms with creditors arising from the sanction of the Scheme.
17	Disclose all pending actions against the entities involved in the Scheme its promoters/directors/KMPs and possible impact of the same on the ResultingCompanyto the shareholders.	There are no pending actions against the Transferor Company, Transferee company the Resulting Company and their respective promoters/directors/ KMPs,which mayhave adverse impact on the scheme.
18	The entity is advised that the details of the proposed scheme under consideration as provided by the Company to the Stock Exchange shall be prominently disclosed in the notice sent to the Shareholders.	The Resulting Company hereby affrms that the details of the proposed Scheme, as submitted to the Stock Exchange, are prominently disclosed in the notice sent to the shareholders while seeking their approval.
19	The entity is advised that the proposed equity shares to be issued in terms of the “Scheme” shall mandatorily be in demat form only.	The Resulting Company hereby confrms that any proposed equity shares to be issued in terms of the Scheme shall be issued only in demat form.
20	The entity is advised that the “Scheme” shall be acted upon subject to the applicant complying with the relevant clauses mentioned in the scheme document.	The Resulting Company confrms that the Scheme will be acted upon subject to the applicant’s compliance with all relevant clauses set out in the Scheme document.
21	No changes to the draft scheme except those mandated by the regulators/ authorities / tribunals shall be made without specifc written consent of SEBI.	The Resulting Company hereby undertakes that no changes to the draft Scheme except those mandated by the regulators/ authorities / tribunals shall be made without specifc written consent of SEBI. Additionally, there has been a change in the registered offce of the Transferor Company and the Transferee Company. The Transferor company have shifted their registered offce from the Union territory of Delhi to the state of Maharashtra on 27th November 2025 and the Transferee Company have shifted their registered offce from Mumbai to Pune on 17thDecember 2025. A revised copy of the Draft Scheme of Arrangement is attached asAnnexure 10.
22	The entity is advised that the observations of SEBI/Stock exchanges shall be incorporated in the petition to be fled before NCLT and the company is obliged to bring the observations to the notice of NCLT.	The Resulting Company undertakes to incorporate all observations of SEBI and the Stock Exchanges in the petition to be fled before the Hon’ble NCLT and to specifcally bring these observations to the notice of the Hon’ble NCLT.
23	The entity is advised that the applicable additional information, if any, to be submitted to SEBI along with the draft scheme of arrangement as advised by Email dated November 18, 2025 shall formpart of disclosure to the shareholders.	Additional information to be submitted to SEBI as advised by Email dated November 18, 2025 is provided below underclause 17 C.
24	The entity is advised to comply with all the applicable provisions of the Companies Act, 2013, rules and regulations issued thereunder including obtaining the consent from the creditors for theproposed scheme.	The Resulting Company undertakes to comply with all applicable provisions of the Companies Act, 2013 and rules and regulations issued thereunder, including obtaining the requisite consent from creditors for the proposed Scheme.
25	The entity shall ensure that the steps for listing of specifed securities are completed and trading in securities commences within sixty days of receipt of the order of the Hon'ble High Court/NCLT, simultaneously on all the stock exchanges where the equity shares of the listed entity (or transfer entity) are/were listed.	The Resulting Company ensures to take all the steps for listing of specifed securities are completed and trading in securities commences within sixty days of receipt of the order of the Hon'ble High Court/NCLT, simultaneously on all the stock exchanges where the equity shares of the listed entity (or transfer entity) are/were listed.
26	The listed entity involved in the proposed scheme shall disclose the No-Objection letter of the Stock Exchange(s) on its website within 24 hours of receivingthe same.	The Resulting Company undertakes that the No-Objection letter of the Stock Exchange(s) was disclosed on its website within 24 hours of receiving the same.

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C. Additional information to be submitted to SEBI as advised by Email dated November 18, 2025.

Sr. no.	List of documents/details	Annexure/ Remarks
1	In cases of Demerger, apportionment of losses of the listed company among the companies involved in the scheme.	Refer toAnnexure 28for Sr. No 1 to Sr. No. 18. Further, list of comparable companies of the Resulting Company, as considered for the comparable companies method, are as follows: i. Sandhar Technologies Limited ii. Rane Holdings Limited iii. Sona BLW Precision Forgings Limited iv. Suprajit Engineering Limited v. Sansera Engineering Limited vi. ASK Automotive Limited vii. ZF Commercial Vehicle Control Systems India Limited viii. Endurance Technologies Limited ix. Sundram Fasteners Limited x. Minda Corporation Limited xi. Lumax Auto Technologies Limited List of comparable companies of the Transferor Company: i. GP Petroleums Limited ii. Veedol Corporation Limited List of comparable companies of Dana Anand India Pvt Ltd, which forms part of the Demerged Undertaking: i. Sansera Engineering Limited ii. Jamna Auto Industries Limited iii. Automotive Axles Limited iv. G N A Axles Limited v. Shriram Pistons & Rings Limited List of comparable companies of Henkel Anand India Pvt Ltd, which forms part of the Demerged Undertaking: i. Nikhil Adhesives Limited ii. Automotive Stampings and Assemblies Limited iii. Jamna Auto Industries Limited iv. HP Adhesives Limited v. The Hi-Tech Gears Limited vi. NDR Auto Components Limited vii. Bharat Seats Limited viii. G N A Axles Limited ix. Munjal Showa Limited x. Jay Ushin Limited xi. Automotive Axles Limited xii. Talbros Automotive Components Limited xiii. Sterling Tools Limited xiv. Enkei Wheels (India) Limited xv. India Nippon Electricals Limited xvi. Igarashi Motors India Limited xvii. S.J.S. Enterprises Limited List of comparable companies of Anand CY Myutec Automotive Pvt Ltd, which forms part of the Demerged Undertaking: i. Shivam Autotech Limited ii. Talbros Engineering Limited iii. Him Teknoforge Limited iv. IP Rings Limited v. Universal Autofoundry Limited vi. RACL Geartech Limited
2	Details of assets, liabilities, revenue and net worth of the companies involved in the scheme, both pre and post scheme of arrangement, along with a write up on the history of the demerged undertaking/Transferor Company certifed by Chartered Accountant (CA).
3	Any type of arrangement or agreement between the demerged company / resulting company / merged / amalgamated company/ creditors / shareholders / promoters / directors/etc., which may have any implications on the scheme of arrangement as well as on the shareholders of listed entity.
4	In the cases of capital reduction/ reorganization of capital of the Company, reasons along with relevant provisions of Companies Act, 2013 or applicable laws for proposed utilization of reserves viz. Capital Reserve, Capital Redemption Reserve, Securities premium, as a free reserve, certifed by CA.
5	In the cases of capital reduction/ reorganization of capital of the Company, Built up for reserves viz. Capital Reserve, Capital Redemption Reserve, Securities premium, certifed by CA.
6	In the cases of capital reduction/ reorganization of capital of the Company, Nature of reserves viz. Capital Reserve, Capital Redemption Reserve, whether they are notional and/or unrealized, certifed by CA.
7	In the cases of capital reduction/ reorganization of capital of the Company, the built up of the accumulated losses over the years, certifed by CA.
8	Relevant sections of Companies Act, 2013 and applicable Indian Accounting Standards and Accounting treatment, certifed by CA.
9	In case of Composite Scheme, details of shareholding of companies involved in the scheme at each stage
10	Whether the Board of unlisted Company has taken the decision regarding issuance of Bonus shares. If yes provide the details thereof.
11	List of comparable companies considered for comparable companies’ multiple method, if the same method is used in valuation
12	Share Capital built-up in case of scheme of arrangement involving unlisted entity/ entities, certifed by CA.
13	Any action taken/pending by Govt./Regulatory body/Agency against all the entities involved in the scheme for the period of recent 8 years.
14	Comparison of revenue and net worth of demerged undertaking with the total revenue and net worth of the listed entity in last three fnancial years.
15	Detailed rationale for arriving at the swap ratio for issuance of shares as proposed in the draft scheme of arrangement by the Board of Directors of the listed company.
16	In case of Demerger, basis for division of assets and liabilities between divisions of Demerged entity.
17	How the scheme will be benefcial to public shareholders of the Listed entity and details of change in value of public shareholders pre and post scheme of arrangement.
18	Tax/other liability/beneft arising to the entities involved in the scheme, if any.
19	Comments of the Company on the Accounting treatment specifed in the scheme to conform whether it is in compliance with the Accounting Standards/ Indian Accounting Standards.	Company hereby confrms that the accounting treatment specifed in the scheme is in compliance with the Accounting Standards/Indian Accounting Standards also refer to Annexure 12A and 12B.
20	If the Income Approach method used in the Valuation, Revenue, PAT and EBIDTA (in value and percentage terms) details of entities involved in the scheme for all the number of years considered for valuation. Reasons justifying the EBIDTA/ PAT margin considered in the valuation report.	Refer toAnnexure 28for Sr. No 20 to Sr.No. 23.
21	Confrmation that the valuation done in the scheme is in accordance with applicable valuation standards.
22	Confrmation that the scheme is in compliance with the applicable securities laws.
23	Confrmation that the arrangement proposed in the scheme is yet to be executed.

Sd/- Mr. H. V. Subba Rao Chairperson appointed by Hon’ble NCLT for the Meeting of Equity Shareholders of Gabriel India Limited

Registered Offce:

29[th] Milestone, Pune-Nashik Highway, Kuruli, Khed, Pune, Maharashtra, India – 410501

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Annexure - 1

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NILESH Digitally signed by NILESH KUMAR KUMAR JAIN Date: JAIN 2025.11.18 10:36:32 +05'30'

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NILESH Digitally signed by NILESH KUMAR KUMAR JAIN Date: 2025.11.18 JAIN 10:37:16 +05'30'

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NILESH Digitally signed by NILESH KUMAR KUMAR JAIN Date: 2025.11.18 JAIN 10:37:41 +05'30'

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Annexure - 3B

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GABRIEL INDIA LIMITED
STANDALONE BALANCE SHEET AS AT SEPTEMBER 30,2025
(Amount in Rs. Million)
Particulars Note No. As at As at
September 30, 2025 March 31, 2025
A. ASSETS
Non-current assets
Property, plant and equipment 2 4,986.13 4,599.27
Right-of-use assets 3 260.65 62.42
Capital work-in-progress 4 495.95 416.64
Investment properties 6 61.09 61.63
Intangible assets 2 83.17 71.10
Intangible assets under development 5 409.02 326.76
Financial assets
(a) Investments 7 310.69 310.69
(b) Loans 8 19.88 20.04
(c) Other financial assets 9 108.78 79.56
Non-current tax assets (net) 10 94.88 61.27
Other non-current assets 11 183.26 169.76
Total non-current assets 7,013.50 6,179.14
Current Assets
Inventories 12 3,090.20 2,766.58
Financial assets
(a) Investments 13 0.65 368.83
(b) Trade receivables 14 6,458.48 5,273.81
(c) Cash and cash equivalents 15 1,077.47 358.89
(d) Bank balances other than (c) above 16 118.44 15.94
(e) Loans 17 481.45 658.81
(f) Other financial assets 18 1,439.11 1,800.23
Other current assets 19 426.42 437.91
Total current assets 13,092.22 11,681.00
Total assets 20,105.72 17,860.14
B. EQUITY AND LIABILITIES
Equity
Equity share capital 20 143.64 143.64
Other equity
Reserves and surplus 21 12,214.13 11,423.85
Total equity 12,357.77 11,567.49
Non-current liabilities
Financial liabilities
(a) Lease Liabilities 22 231.74 73.54
Provisions 23 209.05 170.96
Deferred tax liabilities (net) 107.88 105.60
Total non-current liabilities 548.67 350.10
Current liabilities
Financial liabilities
(a) Lease liabilities 22 59.57 13.60
(b) Trade payables
(i) Total outstanding dues of micro enterprises and small enterprises 750.63 709.04
24
(ii) Total outstanding dues other than (b) (i) above 5,556.05 4,411.34
(c) Other financial liabilities 25 333.22 365.58
Other current liabilities 26 250.81 236.38
Current tax liabilities 28 55.65 7.84
Provisions 27 193.35 198.77
Total current liabilities 7,199.28 5,942.55
Total Equity and Liabilities 20,105.72 17,860.14
For and on behalf of the Board
Anjali Singh Atul Jaggi
Executive Chairperson Managing Director
DIN: 02082840 DIN: 07263848
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36,432.90 299.12 36,732.02 27,075.70 407.21 (251.84) 2,316.10 632.58 3,664.25 40.79 33,884.79 2,847.23 748.05 - (19.49) 728.56 2,118.67 (33.03) 8.15 (3.09) 0.78 (27.19) 2,091.48 14.75
March 31,2025
For the Year ended Atul Jaggi Managing Director DIN: 07263848
(Amount in Rs. millions)
17,882.39 147.67 18,030.06 13,175.83 204.13 (2.87) 1,134.87 311.35 1,799.47 15.84 16,638.62 1,391.44 376.19 - (23.31) 352.88 1,038.56 (8.64) 2.17 - (0.62) 0.16 (6.93) 1,031.63 7.23
2024
Half Year ended September 30,
20,506.32 160.93 20,667.25 15,031.47 193.45 (26.38) 1,372.96 381.61 2,136.56 27.90 19,117.57 1,549.68 405.65 (23.47) 4.29 386.47 1,163.21 (8.00) 2.00 - - - (6.00) 1,157.21 8.10
2025
Half Year ended September 30,
9,240.05 74.13 9,314.18 6,908.80 110.20 (109.38) 602.47 158.06 936.54 7.14 8,613.83 700.35 189.71 - (16.30) 173.41 526.94 (3.00) 0.75 - 0.21 (0.05) (2.09) 524.85 3.67
30, 2024
For the Quarter ended September For and on behalf of the Board Anjali Singh Executive Chairperson DIN: 02082840
- -
9,845.50 68.69 9,914.19 7,164.98 94.15 4.76 669.28 191.40 1,036.98 15.66 9,177.21 736.98 200.04 (23.06) 3.29 180.27 556.71 (4.00) 1.00 (3.00) 553.71 3.88
2025
For the Quarter ended June 30,
- -
10,660.82 92.24 10,753.06 7,866.49 99.30 (31.14) 703.68 190.21 1,099.58 12.24 9,940.36 812.70 205.61 (0.41) 1.00 206.20 606.50 (4.00) 1.00 (3.00) 603.50 4.22
30, 2025
For the Quarter ended September
Note No. 29 30 31 32 33 34 35 36 37 38a 38a 45 38b 21 38b 50
Particulars
Current tax Tax expense charge / (credit) relating to prior years Deferred tax Remeasurement of post-employment benefit obligations Income tax relating to above Net gains / (loss) on cash flow hedges Income tax relating to above.
Basic and Diluted earnings per share (Rs.)
Income Revenue from operations Other income Total Income (I+II) Expenses Cost of material consumed Purchases of stock-in-trade Changes in inventories of finished goods, work-in-progress and stock-in-trade Employee benefit expense Depreciation and amortisation expense Other expenses Finance costs Total expenses Profit before tax (III-IV) Income Tax expense Total tax expense Profit for the year (V-VI) Other comprehensive income Items that will not be reclassified to profit or loss Items that may be reclassified to profit or loss Other comprehensive income for the year, net of tax Total comprehensive income for the year (VII + VIII) Earnings equity per share (face value of Rs. 1 per share (March 31, 2024: Rs. 1 per share))
I II III IV V VI VII VIII IX X
S.NO.
GABRIEL INDIA LIMITED STANDALONE STATEMENT OF PROFIT AND LOSS FOR THE HALF YEAR ENDED SEPTEMBER 30, 2025
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GABRIEL INDIA LIMITED
29th Milestone
Pune-Nashik Highway
Vill.Kuruli, Tal.Khed
Pune 410 501
CIN-L34101PN1961PLC015735
STANDALONE STATEMENT OF CASH FLOWS FOR THE HALF YEAR ENDED SEPTEMBER 30, 2025
(Amount in Rs. Million)
Particulars For the half year ended For the half year ended
September 30, 2025 September 30, 2024
A. Cash flow from operating activities:
Profit before tax 1,549.68 1,391.44
Adjustments for:
Depreciation and amortisation expense 381.61 311.35
(Gain)/ Loss on disposal of property, plant and equipment (15.90) 0.76
Finance costs 27.90 15.84
Rental income (1.73) (2.75)
Interest income on Fixed deposit with banks and financial assets (80.63) (97.24)
Gain on sale of investments (16.95) (17.89)
Changes in fair value of investment in mutual funds - (1.80)
Bad debts written off 0.15 -
Provision for doubtful trade and other receivable 0.49 0.11
Net exchange differences 8.87 (7.19)
Operating profit before working capital changes 1,853.49 1,592.64
Changes in operating assets and liabilities:
Increase in other non-current financial assets (29.22) (9.51)
(Increase)/ Decrease in other non-current assets (13.98) 54.81
Increase in Inventories (323.62) (102.76)
Increase in Trade receivables (1,177.25) (846.78)
Increase in other current financial assets (0.03) (53.33)
Decrease in other current assets 11.49 2.48
Increase in non-current provisions 38.10 1.88
Increase in trade payables 1,169.34 445.19
Decrease in other current financial liabilities (31.21) (54.10)
Increase / (Decrease) in other current liabilities 14.43 (1.30)
Decrease in current provisions (13.42) (7.26)
Cash generated from operations 1,498.12 1,021.95
Income taxes paid (net) (367.99) (336.06)
Net cash generated from Operating activities (A) 1,130.13 685.89
B. Cash flow from investing activities
Payment for intangible assets including intangible asset under (86.96) (66.75)
development
Payment for property, plant and equipment including capital work-in- (772.07) (321.29)
progress
Proceeds from sale of property, plant and equipment 25.28 6.16
Loans to employees (12.42) (17.63)
Loan to subsidiary - (350.00)
Repayment of loans by subsidiary 177.77 193.13
Repayment of loans by employees 12.19 15.55
Payment for investment in fixed deposits (166.47) (842.54)
Proceeds from maturity of fixed deposits 422.54 259.40
Interest received 83.22 11.75
Rent received 1.73 2.75
Payment for purchase of investments - (6.67)
Proceeds from sale of mutual funds 385.13 422.79
Net cash generated from / (used in) investing activities (B) 69.94 (693.35)
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GABRIEL INDIA LIMITED
29th Milestone
Pune-Nashik Highway
Vill.Kuruli, Tal.Khed
Pune 410 501
CIN-L34101PN1961PLC015735
STANDALONE STATEMENT OF CASH FLOWS FOR THE HALF YEAR ENDED SEPTEMBER 30, 2025
(Amount in Rs. Million)
Particulars For the half year ended For the half year ended
September 30, 2025 September 30, 2024
C. Cash flow from financing activities
Payment of lease liabilities (principal) (32.34) (12.27)
Interest paid (27.90) (11.78)
Dividend paid (421.25) (356.83)
Net cash used in financing activities (C) (481.49) (380.88)
Net Increase / (Decrease) in Cash & Cash Equivalents (A+B+C) 718.58 (388.34)
Cash and cash equivalents as at the beginning of the year 358.89 566.59
Cash and cash equivalents as at the end of the year 1,077.47 178.25
Cash and cash equivalents consists of:
In Current Accounts 1,077.47 178.25
Balances as per statement of cash flows 1,077.47 178.25
Non cash financing and investing activities
Acquisition of right-of-use assets 236.51 -
For and on behalf of the Board
Anjali Singh Atul Jaggi
Executive Chairperson Managing Director
DIN: 02082840 DIN 07263848
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892.41 561.34 938.23 900.14 22.49 20.58 0.85 1.89 54.97 62.38 86.55 57.36 29.31 30.47 15.69 16.63 35.99 17.30 35.11 44.60 71.10 80.58 62.42 79.99
As at 31.03.2025 2,558.76 2,466.39 4,599.26 4,117.18 4,670.36 4,197.76
NET BLOCK As at 30.09.2025 994.58 892.41 954.47 938.24 20.59 22.50 2,907.93 2,558.77 0.85 0.85 59.45 54.97 74.39 86.55 34.19 29.31 15.69 15.69 4,986.13 4,599.27 52.89 36.25 30.05 35.11 83.17 71.10 5,069.30 4,670.37 260.65 62.42
Accumulated Depreciation/ amortisation as on 30.09.2025 - - 350.68 325.86 31.62 29.72 3,118.76 2,907.65 8.64 8.64 135.67 118.53 47.57 37.07 74.29 68.34 14.35 14.35 3,780.70 3,510.16 126.61 126.00 63.52 58.46 190.13 174.37 3,970.83 3,684.53 168.80 130.12
- - 0.12 - - 72.44 - - - 0.08 - - - - - - 72.64 65.62 - - - - - - 72.64 65.62 - -
Disposal #
- - 24.94 49.42 1.90 2.00 283.54 477.22 - 1.04 17.12 27.87 10.50 15.71 5.95 8.38 - 3.51 343.96 585.15 10.70 - 5.06 9.49 15.76 28.43 359.72 613.58 38.68 17.93
the year
Depreciation/
amortisation for
DEPRECIATION/AMORTIZATION/IMPAIRMENT Accumulated Depreciation/ amortisation as on 01.04.2025 - - 325.86 276.44 29.72 27.72 2,907.65 2,456.27 8.64 7.60 118.53 107.97 37.07 43.36 68.34 60.22 14.35 10.95 3,510.16 2,990.53 115.91 126.00 58.46 48.97 174.37 145.94 3,684.53 3,136.47 130.12 112.19
994.58 892.41 1,305.15 1,264.09 52.21 52.21 6,026.68 5,466.41 9.49 9.49 195.12 173.50 121.97 123.62 108.48 97.65 30.04 30.04 8,766.83 8,109.42 179.50 162.25 93.57 93.57 273.06 245.47 9,040.16 8,354.89 428.97 192.54
Cost as on 30.09.2025
Disposal # - - 0.26 - - 79.49 54.47 - - 0.09 18.39 5.74 40.11 0.19 0.36 - 0.12 85.77 113.45 - - - - - - 85.77 113.45 - -
- 3.91 - - 4.09 7.32 - 2.58 - - 0.35
25.53 331.07 41.06 87.51 639.77 598.22 21.71 21.54 63.01 11.02 743.18 1,115.16 27.60 18.95 27.60 18.95 770.78 1,134.11 236.43 416.64 416.64 326.76 326.76
GROSS BLOCK
year
Additions during the As at March 31, 2025
As at March 31, 2025
969.05 561.34 1,264.09 1,176.58 52.21 48.30 5,466.41 4,922.66 9.49 9.49 173.50 170.35 123.62 100.72 97.65 90.69 30.04 27.58 8,109.42 7,107.71 151.90 143.30 93.57 93.57 245.47 226.52 8,354.89 7,334.23 192.54 192.19 2025 495.95 495.95 2025 409.02 409.02
Cost as on 01.04.25 As at Sep 30, As at Sep 30,
Particulars Particulars
A.Property,Plant & Equipment Freehold Land Buildings Roads Plant & Machinery Servers & Networks Computer Hardware Vehicle Furniture & Fixtures Office Equipments Sub Total Sub Total (Previous year) B.Intangible Assets-Acquired Computer Software Technical Knowhow Sub Total Sub Total (Previous year) Total Total ( Previous year) Note 3 Right -0f -use -assets Right to use Note 4 Capital work-in-progress Capital work-in-progress Total Note 5 Intangible assets under development Particulars Intangible assets under development Total
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Notes to standalone financial statements for the half year ended September 30, 2025 Amount in Rs. million unless otherwise stated

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Note 6 INVESTMENT PROPERTIES
Particulars As at September As at
30, 2025 March 31, 2025
Gross carrying amount
Opening gross carrying amount 67.8 67.78
Additions -
Closing gross carrying amount 67.8 67.78
Accumulated depreciation
Opening Accumulated depreciation 6.15 5.08
Depreciation charge 0.54 1.07
Closing accumulated depreciation 6.68 6.15
Net carrying amount 61.09 61.63
Note 7 NON-CURRENT INVESTMENTS
Particulars As at September As at
30, 2025 March 31, 2025
Investment in equity instruments (fully paid up) measured at fair value through
profit or loss (Unquoted)
TP Solapur Solar Limited 12.03 12.03
1,203,309 equity shares of Rs.10 each fully paid
Less: Impact of change in fair value of the investment in equity instruments (2.51) (2.51)
Watsun Infrabuild Private Limited 0.67 0.67
66,756 equity shares of Rs.10 each fully paid
Less: Impact of change in fair value of the investment in equity instruments (0.09) (0.09)
Shivalik Solid Waste Management Limited 0.86 0.86
20,000 equity shares of Rs.10 each fully paid
Swelect Taiyo Energy Pvt Ltd 5.28 5.28
500,000 equity shares of Rs.10 each fully paid
Less: Impact of change in fair value of the investment in equity instruments -
Investment in equity instruments (fully paid up) measured at amortised cost
(Unquoted)
Inalfa Gabriel Sunroofs Systems Private Limited 294.00 294.00
29,400,000 equity shares of Rs.10 each fully paid (refer note i below)
Gabriel Europe Engineering Centre 0.45 0.45
5,000 equity shares of Euro 1 each fully paid (refer note ii below)
Total 310.69 310.69
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Notes to standalone financial statements for the half year ended September 30, 2025

Amount in Rs. million unless otherwise stated

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Note 8 LOANS
Particulars As at September As at
30, 2025 March 31, 2025
Unsecured, considered good
Loans to employees 19.88 20.04
Total 19.88 20.04
Note 9 OTHER NON-CURRENT FINANCIAL ASSETS
Particulars As at September As at
30, 2025 March 31, 2025
Unsecured, considered good
Security deposits 108.78 79.56
Bank deposit with remaining maturity more than 12 months - -
Total 108.78 79.56
Note 10 NON-CURRENT TAX ASSET (NET)
Particulars As at September As at
30, 2025 March 31, 2025
Advance income taxes (net) 94.88 61.27
Total 94.88 61.27
Note 11 OTHER NON-CURRENT ASSETS
Particulars As at September As at
30, 2025 March 31, 2025
Unsecured, considered good
Capital advances (refer note 46) 89.29 88.81
Contract assets (refer note i below) 2.16 7.94
Balance with government authorities (refer note 46) 73.68 37.62
Prepaid expenses 18.14 35.39
Total 183.26 169.76
Note i: Movement in contract asset
Particulars As at September As at
30, 2025 March 31, 2025
Contract assets
Opening balance as on April 01 18.54 27.99
3E+07 Less: Revenue recognised from opening contract assets 7.74 9.45
Closing balance as at March 31 10.81 18.54
37.879 Non-current contract assets 2.16 7.94
46.991 Current contract assets (refer Note 19) 8.65 10.60
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Notes to standalone financial statements for the half year ended September 30, 2025 Amount in Rs. million unless otherwise stated Note 12 INVENTORIES

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Particulars As at September As at
30, 2025 March 31, 2025
Raw materials and components 1,325.06 1,093.45
Goods-in-transit- raw material 169.55 176.58
1,494.61 1,270.03
Work-in-progress 565.93 459.30
Finished goods 605.30 628.67
Goods-in-transit-finished goods 166.87 210.95
772.18 839.62
Stock-in-trade 59.38 72.19
Stores and spares 198.11 125.44
Total 3,090.20 2,766.58
Note 13 CURRENT INVESTMENTS
Particulars As at September As at
30, 2025 March 31, 2025
Investment in mutual funds measured at fair value through profit or loss
(Unquoted)
Aditya Birla Sunlife Overnight Fund - Growth - Direct Plan 0.65 122.76
Axis Overnight fund- Direct Growth- ONDG (0.00) 246.07
Total 0.65 368.83
Aggregate amount of unquoted investments 0.65 368.83
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Note 14

TRADE RECEIVABLES Particulars As at September 30, 2025 As at March 31, 2025 Unsecured: Trade receivables from contract with customers (considered good) - Unbilled^ (1,033.95) - Billed 6,527.57 6,323.29 Less: Loss allowance (69.09) (34.01) Trade receivables which have significant increase in credit risk - Unbilled - - Billed 53.07 Less: Loss allowance (34.59) Total 6,458.48 5,273.81 Total 6,458.48 5,273.81

GABRIEL INDIA LIMITED

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Notes to standalone financial statements for the half year ended September 30, 2025

Amount in Rs. million unless otherwise stated

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Note 15 CASH AND CASH EQUIVALENTS
Particulars As at September As at
30, 2025 March 31, 2025
Balances with banks
In current accounts 1,077.47 358.89
Total 1,077.47 358.89
Note 16 OTHER BANK BALANCES
Particulars As at September As at
30, 2025 March 31, 2025
Bank deposits with original maturity of more than three months but remaining -
100.00
maturity of less than 12 months
Unclaimed dividend accounts with bank 18.44 15.94
Total 118.44 15.94
Note 17 LOANS
Particulars As at September As at
30, 2025 March 31, 2025
Unsecured, considered good
Loans to employees 5.26 4.86
Loan to subsidiary (refer note 40) (refer note i below) 476.18 653.95
Total 481.45 658.81
Note 18 OTHER CURRENT FINANCIAL ASSETS
Particulars As at September As at
30, 2025 March 31, 2025
Bank deposits with remaining maturity less than 12 months 1,342.44 1,701.01
Receivable from related parties 18.33 22.58
Security deposits 21.59 67.68
Other Receivables 46.82
Interest accrued on deposits (1.24) 1.34
Accrued export benefits 11.18 7.62
Total 1,439.11 1,800.23
Note 19 OTHER CURRENT ASSETS
Particulars As at September As at
30, 2025 March 31, 2025
Advance to employees 5.35 4.00
Advances to suppliers 107.47 136.54
Prepaid expenses 154.09 141.04
Balances with government authorities 103.58 145.45
Contract assets (refer note 8) 8.64 10.60
Other current assets 47.30 0.28
Total 426.42 437.91
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- - -
150.00 150.00 10.00 10.00 160.00 143.64 143.64
Amount Amount
As at As at
- - -
March 31,2025 March 31,2025
Number of shares 15,00,00,000 15,00,00,000 1,00,000 1,00,000 15,01,00,000 Number of shares 14,36,43,940 14,36,43,940
- - -
150.00 150.00 10.00 10.00 160.00 143.64 143.64
Amount Amount
As at As at
- - -
September 30,2025 September 30,2025
Number of shares 15,00,00,000 15,00,00,000 1,00,000 1,00,000 15,01,00,000 Number of shares 14,36,43,940 14,36,43,940
Particulars Particulars
EQUITY SHARE CAPITAL Authorised share capital: Authorised: Equity share capital with face value of Re. 1 per share As at beginning of the year Increase during the year As at end of the year Redeemable preference shares with face value of Rs. 100 per share As at beginning of the year Increase during the year As at end of the year Total authorised share capital Movement in equity share capital Issued, subscribed and fully paid up: Equity share capital with face value of Re. 1 per share As at beginning of the year Increase during the year As at end of the year
A. B.
20
Note
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Notes to standalone financial statements for the half year ended September 30, 2025 Amount in Rs. million unless otherwise stated

Note 21 OTHER EQUITY

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Particulars As at September As at
30, 2025 March 31, 2025
(i) Reserves and Surplus
a) Securities premium
Balance at the beginning of the year 271.77 271.77
Less: Utilised during the year -
Balance as at end of the year 271.77 271.77
b) General Reserve
Balance at the beginning of the year 387.57 387.57
Add: Transfer from Retained earnings -
Balance as at end of the year 387.57 387.57
c) Retained earnings
Balance as at beginning of the year 10,764.51 9,281.21
Net profit for the year 1,163.21 2,118.67
Remeasurements of post-employment benefit obligation, net of tax (6.00) (24.87)
Less: Dividends paid (423.75) (610.49)
Balance as at end of the year 11,497.96 10,764.51
d) Capital Reserve 56.83 -
Total of reserves and surplus 12,214.13 11,423.85
(ii) Other reserves
d) Cash flow hedge reserve
Balance as at beginning of the year - 2.31
Add: Cash flow hedge created during the year - -
Less: Cash flow hedge reclassified to statement of profit or loss - 2.31
Balance as at end of the year - -
Total of other reserves -
Total 12,214.13 11,423.85
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Notes to standalone financial statements for the half year ended September 30, 2025

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Amount in Rs. million unless otherwise stated
Note 22 LEASE LIABILITIES
Particulars As at September As at
30, 2025 March 31, 2025
Lease Liabilities (refer note 49)
Non-current lease obligations 231.74 73.54
Current lease obligations 59.57 13.60
Total 291.31 87.14
Note 23 NON-CURRENT PROVISIONS
Particulars As at September As at
30, 2025 March 31, 2025
Provision for employee benefits:
Compensated absences (refer note 28) 123.99 116.28
Gratuity (refer note 45) 85.06 54.67
Total 209.05 170.96
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Note 24 Note 25	TRADE PAYABLES Particulars As at September 30, 2025 As at March 31, 2025 Trade payables Total outstanding dues of micro enterprises and small enterprises (refer note 47) 750.63 709.04 Total outstanding dues of Creditors other than micro enterprises and small enterprises 5,556.05 4,411.34 Total 6,306.68 5,120.38 OTHER FINANCIAL LIABILITIES
	Particulars As at September 30, 2025 As at March 31, 2025 Unclaimed dividends (refer note i below) 18.44 15.94 Employee benefits payable 202.06 245.15 Capital creditors 42.08 45.73 Deposit from customers 61.53 57.14 Other financial liabilities 9.11 1.62 Total 333.22 365.58

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Notes to standalone financial statements for the half year ended September 30, 2025 Amount in Rs. million unless otherwise stated

Note 26 OTHER CURRENT LIABILITIES

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Particulars As at September As at
30, 2025 March 31, 2025
Statutory tax payables 184.08 175.79
Contract liabilities 66.73 60.59
Total 250.81 236.38
CURRENT PROVISIONS
Particulars As at September As at
30, 2025 March 31, 2025
Provision for employee benefits:
Compensated absences (refer note c) 27.20 25.50
Gratuity (refer note 45) 3.03 9.66
Superannuation 1.64 1.64
31.86 36.80
Provision for others:
Warranty (refer note a) 82.41 68.88
Other provision (refer note b) 79.09 93.09
161.49 161.97
Total 193.35 198.77
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Note 27 CURRENT PROVISIONS

Note 28 CURRENT TAX LIABILITIES

						Particulars	As at September	As at
							30, 2025	March 31,	2025
Current	tax	liability	(net	of	advance	tax paid of Rs. 720.01 million, March 31, 2024:	55.65		7.84
Total							55.65		7.84

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Notes to standalone financial statements for the the period ended September 30, 2025

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Note 29 REVENUE FROM OPERATIONS
Particulars For the Quarter For the Quarter For the Quarter ended Half year ended Sep30, For the period Ended For the Year ended
ended September 25 ended June 25 September 24 2024 September 30, 2025 March 31,2025
Sale of products
Finished goods. 10,433.61 9,536.30 8,954.88 17,321.41 19,969.91 35,271.41
Traded goods 104.26 138.05 126.88 269.18 242.31 513.74
Total 10,537.87 9,674.35 9,081.76 17,590.58 20,212.21 35,785.14
Sale of tools and services 46.31 85.39 50.91 102.71 131.71 263.87
Other operating revenue
Scrap sales 70.59 81.86 102.33 181.90 152.46 366.64
Export incentives 6.04 3.89 4.63 6.78 9.93 16.62
Government incentive received 0.02 - 0.42 0.42 0.02 0.63
Total 76.65 85.75 107.38 189.09 162.40 383.89
Total 10,660.82 9,845.50 9,240.05 17,882.39 20,506.32 36,432.90
Timing for recognition of revenue
- Goods transferred at a point in time 10,614.51 9,760.11 9,189.14 17,779.68 20,374.61 36,169.03
- Services transferred over time 46.31 85.39 50.91 102.71 131.71 263.87
Total 10,660.82 9,845.50 9,240.05 17,882.39 20,506.32 36,432.90
Note 30 OTHER INCOME
Particulars For the Quarter For the Quarter For the Quarter ended Half year ended Sep30, For the period Ended For the Year ended
ended September 25 ended June 25 September 24 2024 September 30, 2025 March 31,2025
Rental income 0.96 0.77 1.58 2.75 1.73 5.37
Foreign exchange fluctuation (net) 3.82 - (3.84) - 3.82 22.69
Interest income from financial asset at amortised cost 2.83 2.82 14.04 23.42 5.65 5.88
Profit on sale of PPE 15.10 0.80 - 19.69 15.90
Interest income on fixed deposits with banks 25.34 26.40 37.80 73.82 51.74 134.90
Profit on sale of mutual fund 9.48 7.47 7.27 16.95 34.38
Management fees (refer note 40) 17.30 16.87 27.93 27.93 34.18 41.67
Interest income on loan to Subsidiary 10.80 12.44 - 23.24 47.75
Miscellaneous income 6.60 1.10 (10.65) 0.06 7.71 6.48
Total 92.24 68.69 74.13 147.67 160.93 299.12
Note 31 COST OF MATERIAL CONSUMED
Particulars For the Quarter For the Quarter For the Quarter ended Half year ended Sep30, For the period Ended For the Year ended
ended September 25 ended June 25 September 24 2024 September 30, 2025 March 31,2025
Opening inventory of raw material 1413.56 1,056.51 1,105.78 1,112.80 1,270.03 1,041.44
Add: Purchases during the year 7,947.53 7,308.52 7,009.91 13,269.92 15,256.05 27,090.77
9,361.09 8,365.02 8,115.68 14,382.72 16,526.07 28,132.21
Less: Closing inventory of raw material 1494.61 1,413.56 1,206.89 1,206.89 1,494.61 1,270.03
Total 7,866.49 7,164.98 6,908.80 13,175.83 15,031.47 27,075.70
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Notes to standalone financial statements for the the period ended September 30, 2025

Amount in Rs. million unless otherwise stated

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Note 32 PURCHASES OF STOCK-IN-TRADE (TRADED GOODS)
Particulars For the Quarter For the Quarter For the Quarter ended Half year ended Sep30, For the period Ended For the Year ended
ended September 25 ended June 25 September 24 2024 September 30, 2025 March 31,2025
Purchase of stock-in-trade 99.30 94.15 110.20 204.13 193.45 407.21
Total 99.30 94.15 110.20 204.13 193.45 407.21
Note 33 CHANGES IN INVENTORIES OF FINISHED GOODS, WORK IN PROGRESS AND STOCK IN TRADE
Particulars For the Quarter For the Quarter For the Quarter ended Half year ended Sep30, For the period Ended For the Year ended
ended September 25 ended June 25 September 24 2024 September 30, 2025 March 31,2025
Inventories at the beginning of the year:
Finished goods 719.19 839.62 632.65 706.85 839.62 706.85
Work-in-progress 576.14 459.30 326.87 344.41 459.30 344.41
Stock-in-trade 71.02 72.19 53.23 68.01 72.19 68.01
1,366.35 1,371.11 1,012.75 1,119.27 1,371.11 1,119.27
Inventories at the end of the year:
Finished goods 772.18 719.19 651.74 651.74 772.18 839.62
Work-in-progress 565.93 576.14 411.02 411.02 565.93 459.30
Stock-in-trade 59.38 71.02 59.37 59.37 59.38 72.19
1,397.49 1,366.35 1,122.13 1,122.14 1,397.49 1,371.11
Total (31.14) 4.76 (109.38) (2.87) (26.38) (251.84)
Note 34 EMPLOYEE BENEFIT EXPENSES
Particulars For the Quarter For the Quarter For the Quarter ended Half year ended Sep30, For the period Ended For the Year ended
ended September 25 ended June 25 September 24 2024 September 30, 2025 March 31,2025
Salaries, wages and bonus 556.31 551.06 490.23 920.39 1,107.37 1,861.92
Contributions to provident and other funds 32.33 31.03 31.74 56.69 63.36 111.43
Gratuity expense (refer note 45) 21.62 11.25 9.52 19.03 32.86 36.22
Staff welfare expenses 93.42 75.95 70.97 138.77 169.37 306.53
Total 703.68 669.28 602.47 1,134.87 1,372.96 2,316.10
Note 35 DEPRECIATION AND AMORTISATION EXPENSES
Particulars For the Quarter For the Quarter For the Quarter ended Half year ended Sep30, For the period Ended For the Year ended
ended September 25 ended June 25 September 24 2024 September 30, 2025 March 31,2025
Depreciation of property, plant and equipment 162.17 163.94 145.86 287.21 326.11 585.15
Depreciation of right of use assets 19.89 19.68 4.64 9.38 39.56 17.93
Depreciation of investment properties 0.27 -0.08 0.27 0.54 0.19 1.07
Amortisation of intangible assets 7.88 7.87 7.30 14.22 15.76 28.43
Total 190.21 191.40 158.05 311.35 381.61 632.58
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Notes to standalone financial statements for the the period ended September 30, 2025 Amount in Rs. million unless otherwise stated

Note 36 OTHER EXPENSES

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Particulars For the Quarter For the Quarter For the Quarter ended Half year ended Sep30, For the period Ended For the Year ended
ended September 25 ended June 25 September 24 2024 September 30, 2025 March 31,2025
Consumption of stores and spare parts 80.39 82.33 90.85 169.71 162.72 332.09
Power and fuel 141.09 129.30 118.07 225.29 270.39 446.43
Rent 11.17 9.11 7.85 16.57 20.28 32.91
Contractual labour expenses 169.68 156.22 140.98 282.43 325.90 559.13
Repairs and maintenance 0.00 0.00 -
Building 5.24 4.93 8.14 14.32 10.17 26.96
Machinery 80.04 70.14 58.02 118.97 150.17 239.60
Others 22.94 21.92 18.11 33.89 44.86 75.47
Insurance 6.52 7.49 10.17 17.24 14.02 32.89
Rates and taxes 2.96 6.99 5.77 10.02 9.95 23.08
Communication 0.00 0.00 4.19 8.30 - -
Travelling and conveyance 23.76 23.30 22.73 49.41 47.07 103.28
Printing and stationery 0.00 0.00 3.40 6.36 - -
Freight and forwarding 155.37 163.86 134.88 255.57 319.24 580.79
Business promotion expenses 23.82 24.83 5.89 15.80 48.65 68.13
Royalty 6.81 3.67 6.41 13.01 10.47 26.67
Expenditure towards corporate social responsibility (CSR) (refer to note 52) 12.60 9.00 9.00 18.00 36.47
21.60
Legal and professional fees (refer to note 40) 257.51 251.33 210.56 397.70 508.84 826.89
Management fees Notional 0.00 0.00 0.00 - -
Loss on disposal of property plant and equipment (net) 0.00 0.00 0.54 0.76 - 1.54
Foreign exchange fluctuation (Net) -2.79 2.79 9.14 9.14 - -
Payments to auditors (refer note below) 2.48 2.53 1.73 3.45 5.01 9.60
Bad debts and advances written off 0.00 0.15 0.00 0.00 0.15 0.99
Provision for doubtful trade and other receivables, loans and advances 0.00 0.00 0.00 - -
Provision for slow and non moving inventories 0.00 0.00 0.00 - -
Provision for doubtful trade and other receivables 0.49 0.00 0.11 0.11 0.49 11.41
Directors fees and commission 10.89 7.41 12.50 22.29 18.30 30.91
Warranty costs 31.75 26.54 12.76 28.38 58.29 67.21
Miscellaneous expenses 56.87 33.11 44.75 82.76 89.98 131.80
Total 1,099.58 1,036.98 936.54 1,799.47 2,136.56 3,664.25
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Notes to standalone financial statements for the the period ended September 30, 2025

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Note 37 FINANCE COSTS
Particulars For the Quarter For the Quarter For the Quarter ended Half year ended Sep30, For the period Ended For the Year ended
ended September 25 ended June 25 September 24 2024 September 30, 2025 March 31,2025
Interest on lease liabilities 6.84 5.21 1.98 4.05 12.05 7.77
Interest to others 5.40 10.45 5.15 11.79 15.85 33.02
Total 12.24 15.66 7.14 15.84 27.90 40.79
Note 38 INCOME TAXES
a Tax expense recognised in profit and loss
Particulars For the Quarter For the Quarter For the Quarter ended Half year ended Sep30, For the period Ended For the Year ended
ended September 25 ended June 25 September 24 2024 September 30, 2025 March 31,2025
Current tax expense for the year 205.61 200.04 189.71 376.19 405.65 748.05
Net current tax expense for the year 205.61 200.04 189.71 376.19 405.65 748.05
Net deferred tax liability
Decrease/(increase) in deferred tax assets -16.30 (23.31) 4.29 15.54
(Decrease)/increase in deferred tax liabilities (35.03)
Net deferred tax expense 1.00 3.29 -16.30 -23.31 4.29 (19.49)
Total 206.61 203.33 173.41 352.88 409.94 728.56
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Annexure - 4

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Annexure - 5A

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MINISTRY OF CORPORATE AFFAIRS RECEIPT G.A.R.7 Service Request Date: SRN: AC2111580/1-24326593976 03/02/2026 SRN Date: 03/02/2026 10:54:38 RECEIVED FROM: Name: DIMPLE CHAUHAN Address: 29 Milestone, Pune Nashik Highway, Khed, Khed, Maharashtra, India, 410501 ENTITY ON WHOSE BEHALF MONEY IS PAID LLPIN/CIN/DIN: L34101PN1961PLC015735 Name: GABRIEL INDIA LIMITED Address: 29TH MILESTONE PUNE-NASHIK HIGHWAY VILLAGE KURULI,TALUKA KHED, PUNE, 410501 FULL PARTICULARS OF REMITTANCE

Service Type:eFiling
Service Description		Type of Fee		Amount (Rs.)
Fee for GNL-1		Normal		0
		Additional		0
			Total	0
Mode of Payment:	Zero Fee
Received Payment Rupees:	Zero Rupees Only.

Note: The defects or incompleteness in any respect in this application as noticed shall be placed on the Ministry's website(www.mca.gov.in). In case the application is marked as RSUB, please resubmit the application within the due date. Please track the status of your transaction at all times till it is finally disposed off. (please refer Rule 10 of the Companies (Registration offices and Fees) Rules, 2014)

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Annexure - 5B

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MINISTRY OF CORPORATE AFFAIRS RECEIPT G.A.R.7

Service Request Date: SRN: AC2115487/1-24323838447 03/02/2026 SRN Date: 03/02/2026 15:11:38

RECEIVED FROM:

Name: PAWAN GHANSHYAMDAS CHANDAK

Address: F 504 SHRI SHANTI NAGAR HSG SOCIETY, GANGADHAM SHATRUNJAY RD, Pune City, Pune City, Maharashtra, India, 411048

ENTITY ON WHOSE BEHALF MONEY IS PAID

LLPIN/CIN/DIN: U34103PN2022PTC249506

Name: ANCHEMCO INDIA PRIVATE LIMITED Address: 29TH MILESTONE, PUNE NASHIK HIGHWAY TALUKA KHED, Khed, Pune, 410501 FULL PARTICULARS OF REMITTANCE

Service Type:eFiling
Service Description		Type of Fee		Amount (Rs.)
Fee for GNL-1		Normal		0
		Additional		0
			Total	0
Mode of Payment:	Zero Fee
Received Payment Rupees:	Zero Rupees Only.

Note: The defects or incompleteness in any respect in this application as noticed shall be placed on the Ministry's website(www.mca.gov.in). In case the application is marked as RSUB, please resubmit the application within the due date. Please track the status of your transaction at all times till it is finally disposed off. (please refer Rule 10 of the Companies (Registration offices and Fees) Rules, 2014)

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MINISTRY OF CORPORATE AFFAIRS RECEIPT G.A.R.7

Service Request Date: SRN: AC2119189/1-24327015355 03/02/2026 SRN Date: 03/02/2026 14:23:54

RECEIVED FROM:

Name: PAWAN GHANSHYAMDAS CHANDAK Address: 1203 05 Kumar Surabhi, Next to laxminarayan Theater, Pune City, Pune City, Maharashtra, India, 411009

ENTITY ON WHOSE BEHALF MONEY IS PAID

LLPIN/CIN/DIN: U70200PN1966PTC249503

Name: ASIA INVESTMENTS PRIVATE LIMITED

Address: 29TH MILESTONE, PUNE NASHIK HIGHWAY TALUKA KHED, VILLAGE, Khed, Pune, 410501

FULL PARTICULARS OF REMITTANCE

Service Type: eFiling

Service Type:eFiling
Service Description	Type of Fee		Amount (Rs.)
Fee for GNL-1	Normal		0
	Additional		0
		Total	0

Mode of Payment: Zero Fee Received Payment Rupees: Zero Rupees Only.

Note: The defects or incompleteness in any respect in this application as noticed shall be placed on the Ministry's website(www.mca.gov.in). In case the application is marked as RSUB, please resubmit the application within the due date. Please track the status of your transaction at all times till it is finally disposed off. (please refer Rule 10 of the Companies (Registration offices and Fees) Rules, 2014)

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S C V & Co. LLP

C H A R T E R E D A C C O U N T A N T S

B-41, Panchsheel Enclave, New Delhi-110 017 T : +91-11-26499111/222 /444 / 555 E : delhi@scvindia.com W : www.scvindia.com

INDEPENDENT AUDITOR’S REPORT

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ASIA INVESTMENTS PRIVATE LIMITED

Report on the Audit of the Standalone Ind AS Financial Statements

Opinion

��������������������������������������������������������������������������� Asia Investments Private Limited �����������������������������������������������������������[��] ����������������� ������������������������������������������������������������������������������������������ �������������������������������������������������������������������������������������������������� ��������������������������������������������������������������������������������������������������� ���������������������������������������������������������������������������������

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Basis for Opinion

�������������������������������������������������������������������������������������������� ������������������������������������������������������������������������������������������������ ��������������������������������������������������������������������� Auditor’s Responsibilities for the Audit of the Standalone Ind AS Financial Statements ����������������������������������������������� ����������������������������������������������������������������������������������������� ��������������������������������������������������������������������������������������������������� �������������������������������������������������������������������������������������������� ���������������������������������������������������������������������������������������������� ������������������������������������������������������������������������������������������������� ������������������������������������������������������������������������������������������������� ������������

Information other than the Standalone Ind AS Financial Statements and Auditor’s Report Thereon

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Noida Office: Unit No. 505, 5[th] Floor, Tower B, World Trade Tower, C 1, Sector-16, Noida -201301, UP: Tel: +91-120-4814400

Other Offices: Ludhiana . Mumbai

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Responsibilities of Management and Those Charged with Governance for the Standalone Ind AS Financial Statements

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Auditor’s responsibility for the Audit of the Standalone Ind AS Financial Statements

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• ������������������������������������������������������������������������������������������ ��������������������������������������������������������������������������������������������� �������������������������������������������������������������������������������������������������

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• ������������������������������������������������������������������������������������������� ������������������������������������������������������������������������������������� ��������������������������������������������������������������������������������������� ����������������������������������������������������������������������������������� ��������������������������������

• ���������������������������������������������������������������������������������������������� �������������������������������������������������������

• ��������������������������������������������������������������������������������������������� �������������������������������������������������������������������������������������������� ����������������������������������������������������������������������������������������������� ������������������������������������������������������������������������������������������ ������������������������������������������������������������������������������������������������ ���������������������������������������������������������������������������������������������� ��������������������������������������������������������������������������������������������� �������������������������������������������������������������������������������������

• �������������������������������������������������������������������������������������������� ���������������������������������������������������������������������������������������������� �����������������������������������������������������������������������������������������������

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Report on Other Legal and Regulatory Requirements

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ANNEXURE -B TO THE INDEPENDENT AUDITOR’S REPORT

(Referred to in paragraph (2) (g) under ‘Report on Other Legal and Regulatory Requirements’ section of even date)

Report on the Internal Financial Controls under clause (i) of sub section 3 of section 143 of the Companies Act 2013 (“the Act”)

Report on the Internal Financial Controls

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Management’s Responsibility for Internal Financial Controls

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Auditors’ Responsibility

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Meaning of Internal Financial Controls over Financial Reporting

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Inherent Limitations of Internal Financial Controls over Financial Reporting

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Opinion

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SUNNY Digitally signed by SUNNY SINGH Date: 2025.06.26 SINGH 18:16:05 +05'30'

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Asia Investments Private Limited Balance Sheet as at 31st March, 2025

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

(₹ in Millions)
Note As At As At
Particulars
No. 31st March, 2025 31st March, 2024
Assets
Financial assets
Cash and cash equivalents 3 268.45 88.48
Bank balances other than cash and cash equivalents above 3A 23.23 15.00
Receivables - trade receivables 4 79.12 90.33
Loans 5 1,376.04 675.02
Investments 6 6,250.88 5,909.10
Other financial assets 7 136.19 189.31
Total financial assets A 8,133.91 6,967.24
Non financial assets
Current tax assets (net) 8A 273.87 220.35
Deferred tax asset (net) 8B 41.98 44.08
Property, plant and equipment 9A 623.67 643.26
Right of use assets 9B 29.82 6.48
Investment property 9C 15.04 15.46
Other intangible assets 10 - 0.01
Other non-financial assets 11 32.42 38.18
Total non-financial assets B 1,016.80 967.82
Total assets C = A + B 9,150.71 7,935.06
Liabilities and equity
Liabilities
Financial liabilities
Payables 12
Trade payables
enterprises(i) total outstanding dues of micro enterprises and small - -
(ii) total outstanding dues of creditors other than micro
72.75 37.50
enterprises and small enterprises
Other payables
enterprises(i) total outstanding dues of micro enterprises and small - -
(ii) total outstanding dues of creditors other than micro
5.10 7.09
enterprises and small enterprises
Lease liabilities 31 28.28 6.54
Other financial liabilities 13 9.77 22.20
Total financial liabilities D 115.90 73.33
Non-financial liabilities
Provisions 14 18.62 31.61
Other non-financial liabilities 15 32.63 28.94
Total non-financial liabilities E 51.25 60.55
Equity
Share capital 16 290.04 290.04
Other equity 17 8,693.52 7,511.14
Total equity F 8,983.56 7,801.18
Total liabilities and equity (D+E+F) G 9,150.71 7,935.06
Summary of material accounting policies 2
See accompanying notes to the standalone financial
3 to 45
statements
As per our report of even date attached
For SCV & Co. LLP For and on behalf of the Board of Directors
Chartered Accountants ASIA INVESTMENTS PRIVATE LIMITED
Firm Registration Number 000235N / N500089
SUNNY SINGH Digitally signed by SUNNY SINGH Date: 2025.06.26 18:17:01 +05'30' Deepak Chopra Digitally signed by Deepak Chopra Date: 2025.06.26 16:13:44 +05'30' Charanjit Singh Digitally signed by Charanjit Singh Date: 2025.06.26 16:20:23 +05'30'
Sunny Singh Deepak Chopra Charanjit Singh
Partner Director Director
Membership No. 516834 DIN 00028770 DIN 00017872
Anshul Digitally signed by Anshul Bhargava
Date: 2025.06.26
Bhargava 17:51:47 +05'30'
Anshul Bhargava
Place : New Delhi Company Secretary
Dated: 26th June, 2025 M.No. ACS15731
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Place : New Delhi Dated: 26th June, 2025

GABRIEL INDIA LIMITED

255

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Asia Investments Private Limited

Statement of Profit & Loss for the year ended 31st March, 2025

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(₹ in Millions)
Note Year Ended Year Ended
Particulars
No. 31st March, 2025 31st March, 2024
Revenue from operations
Interest income 18 69.51 49.82
Dividend income 2,401.05 1,335.38
Net gain on fair value changes 19 2.10 0.45
Sale of services - professional fees 305.38 332.05
Total revenue from operations 2,778.04 1,717.70
Other income 20 11.01 10.62
Total income ( I ) 2,789.05 1,728.32
Expenses
Finance costs 21 3.05 1.41
Employee benefits expenses 22 82.21 152.27
Depreciation and amortisation expense 23 37.86 30.32
Other expenses 24 297.37 404.59
Total expenses ( II ) 420.49 588.59
Profit before tax III = ( I - II ) 2,368.56 1,139.73
Tax expenses 25
Current tax 383.08 221.39
Tax relating to earlier years 0.14 (1.60)
Deferred tax 2.10 (38.74)
Total tax expense ( IV ) 385.32 181.05
Net profit for the year V = ( III - IV ) 1,983.24 958.68
Other comprehensive income / (loss)
Items that will not be reclassified to profit or loss
Remeasurement of defined benefit obligations 14.88 14.09
Income tax relating to items that will not be reclassified to profit or
(3.74) (3.55)
loss
Other comprehensive income / (loss) (net of tax) ( VI ) 11.14 10.54
Total comprehensive income for the year ( V+VI ) 1,994.38 969.22
(Comprising profit / (loss) and other comprehensive income / (loss) for
the year)
Earning per equity share (Face value of ₹10/- each)
- Basic (in ₹) 26 68.38 33.05
- Diluted (in ₹) 68.38 33.05
Summary of material accounting policies 2
3 to 45
See accompanying notes to the standalone financial statements
As per our report of even date attached
For SCV & Co. LLP For and on behalf of the Board of Directors
Chartered Accountants ASIA INVESTMENTS PRIVATE LIMITED
Firm Registration Number 000235N / N500089 SUNNY SINGH Digitally signed by SUNNY SINGH Date: 2025.06.26 18:17:43 +05'30' Deepak Chopra Digitally signed by Deepak Chopra Date: 2025.06.26 16:14:06 +05'30' Charanjit Singh Digitally signed by Charanjit Singh Date: 2025.06.26 16:20:46 +05'30'
Sunny Singh Deepak Chopra Charanjit Singh
Partner Director Director
Membership No. 516834 DIN 00028770 DIN 00017872
Anshul Digitally signed by Anshul Bhargava
Date: 2025.06.26
Bhargava 17:52:41 +05'30'
Anshul Bhargava
Place : New Delhi Company Secretary
Dated: 26th June, 2025 M.No. ACS15731
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GABRIEL INDIA LIMITED

256

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Asia Investments Private Limited

Statement of Cash Flows for the year ended 31st March, 2025

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(₹ in Millions)
Year Ended Year Ended
Particulars
31st March, 2025 31st March, 2024
Cash flow from operating activities
Profit before tax 2,368.56 1,139.73
Adjustments:
Depreciation and amortisations 37.86 30.32
Finance costs 3.05 1.41
Interest on staff loans (0.16) (0.54)
Employee cost 1.27 1.39
Gain / loss on fair value changes in investment (2.10) (0.45)
Income from fair valuation of financial guarantee given (3.99) (5.09)
Interest on security deposits (0.45) (0.04)
Net gain / loss on derecognition of PPE (0.38) 0.11
Net gain / loss on derecognition of Investment - 219.89
Net gain / loss on foreign currency transaction & translation (2.23) (0.23)
Operating cash flow before working capital changes 2,401.43 1,386.50
Movements in working capital :
Changes in trade receivables 11.21 23.48
Changes in loans 4.66 5.40
Changes in other financial assets 43.54 44.83
Changes in other non financial assets 4.49 5.21
Changes in trade payables 35.49 5.20
Changes in provisions 1.89 4.14
Changes in other non financial liabilities 3.69 0.20
Changes in other financial liabilities (9.01) (4.20)
Cash generated from operations 2,497.39 1,470.76
Income tax paid / (refund) (440.48) (185.32)
Net cash generated from operating activities (A) 2,056.91 1,285.44
Cash flow from investing activity
Purchase of property, plant & equipment (2.80) (108.41)
Purchase of investment (339.11) (659.28)
Proceeds from sale of investment - 60.94
Proceeds from sale of property, plant & equipment 0.89 0.27
Changes in Inter corporate loan (705.52) (394.64)
Net cash (used in) investing activities (B) (1,046.54) (1,101.12)
Cash flow from financing activity
Dividend paid (812.00) (437.00)
Interest paid (1.85) (1.41)
Payment of lease liabilities (16.55) (10.45)
Net cash generated from financing activities (C) (830.40) (448.86)
Net increase in cash & cash equivalents (A+B+C) 179.97 (264.54)
Cash & cash equivalents as the beginning of the year 88.48 353.02
Cash & cash equivalents as the end of the year 268.45 88.48
Components of cash and cash equivalents
Cash on hand - -
Balances with banks:
In current accounts 198.45 80.50
In escrow accounts - 1.67
In deposit accounts 70.00 6.31
268.45 88.48
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As per our report of even date attached For SCV & Co. LLP Chartered Accountants Firm Registration Number 000235N / N500089 SUNNY Digitally signed by SUNNY SINGH Date: 2025.06.26 SINGH 18:18:28 +05'30' Sunny Singh Partner Membership No. 516834

Place : New Delhi Dated: 26th June, 2025

For and on behalf of the Board of Directors ASIA INVESTMENTS PRIVATE LIMITED

Digitally signed Deepak Chopra Digitally signed by Deepak Chopra Date: 2025.06.26 16:14:20 +05'30' Charanjit Singh by Charanjit Singh Date: 2025.06.26 16:21:02 +05'30' Deepak Chopra Charanjit Singh Director Director DIN 00028770 DIN 00017872 Anshul Digitally signed by Anshul Bhargava Date: 2025.06.26 Bhargava 17:53:32 +05'30' Anshul Bhargava Company Secretary M.No. ACS15731

GABRIEL INDIA LIMITED

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Asia Investments Private Limited

Statement of Changes in Equity for the Year ended 31st March, 2025

I) Equity share capital

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(₹ in Millions)
Particulars Notes Amounts
Balance as at 1st April, 2023 16 290.04
Changes in equity share capital during the year -
Balance as at 31st March, 2024 16 290.04
Balance as at 1st April, 2024 16 290.04
Changes in equity share capital during the year -
Balance as at 31st March, 2025 16 290.04
II) Other equity (₹ in Millions)
Items of Other
Reserves & Surplus Comprehensive
Income
Particulars Notes
Reserve Capital Securities Premium General Reserve Redemption Reserve Capital Earnings (E)Retained Measurements of the net defined benefit plans Total
Balance as at 1st April, 2023 17 65.48 69.78 28.11 102.18 6,729.38 (16.01) 6,978.92
Profit for the year 17 - - - - 958.68 - 958.68
Other comprehensive income (OCI) (net of tax) 17 - - - - - 10.54 10.54
65.48 69.78 28.11 102.18 7,688.06 (5.47) 7,948.14
Dividend 17 - - - - (437.00) - (437.00)
Balance as at 31st March, 2024 17 65.48 69.78 28.11 102.18 7,251.06 (5.47) 7,511.14
Profit for the year 17 - - - - 1,983.24 - 1,983.24
Other comprehensive income (OCI) (net of tax) 17 - - - - - 11.14 11.14
65.48 69.78 28.11 102.18 9,234.30 5.67 9,505.52
Dividend 17 - - - - (812.00) - (812.00)
Balance as at 31st March, 2025 17 65.48 69.78 28.11 102.18 8,422.30 5.67 8,693.52
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*The board of directors of the company during the current year at their meetings held on 10th September, 2024 had declared interim dividend of ₹ 812.00 Million (₹ 28 per share). The interim dividend was paid to the shareholders before 31st March, 2025.

As per our report of even date attached For SCV & Co. LLP For and on behalf of the Board of Directors Chartered Accountants ASIA INVESTMENTS PRIVATE LIMITED Firm Registration Number 000235N / N500089 SUNNY SINGH Digitally signed by SUNNY SINGH Date: 2025.06.26 18:19:20 +05'30' Deepak Chopra Digitally signed by Deepak Chopra Date: 2025.06.26 16:14:39 +05'30' Charanjit Singh Digitally signed by Charanjit Singh Date: 2025.06.26 16:21:21 +05'30' Sunny Singh Deepak Chopra Charanjit Singh Partner Director Director Membership No. 516834 DIN 00028770 DIN 00017872 Anshul Bhargava Digitally signed by Anshul Bhargava Date: 2025.06.26 17:54:18 +05'30' Anshul Bhargava Place : New Delhi Company Secretary Dated: 26th June, 2025 M.No. ACS15731

GABRIEL INDIA LIMITED

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Asia Investments Private Limited Notes to Financial Statement for the Year ended 31st March, 2025

1. Company overview

Asia Investments Private Limited (“the Company”) is a private limited company incorporated and domiciled in India and having its registered office at Anand Business Centre, 10 Prasad Chambers Opera House Mumbai, India. The company is primarily engaged in the making investments in subsidiaries / joint ventures and providing management advisory services to the group companies.

2. Summary of material accounting policies

1. Basis of preparation

1.1. Statement of compliance

The financial statement have been prepared in accordance of Indian Accounting Standards (Ind AS) notified under section 133 of the Companies Act, 2013 (the “Act”) read together with Companies (Indian Accounting Standards) Rules, 2015, as amended.

The financial statements for the year ended 31st March, 2025 were approved by the company's management on 26th June, 2025.

1.2. Basis of measurement

The financial statements have been prepared on a historical cost convention except for the following:

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Items Measurement basis
Certain financial assets and liabilities (including derivative instruments Fair value
Fair value of plan assets less present value of
Defined benefit plans
defined benefit obligations.
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Use of estimates and judgments

In preparing the financial statements, management has made judgements, estimates and assumptions that affect the application of accounting policies and the reported amounts of assets, liabilities, income and expenses. Actual results may differ from these estimates.

Estimates and underlying assumptions are reviewed on an ongoing basis. Revisions to accounting estimates are recognized prospectively.

Measurement of fair values

A number of accounting policies and disclosures require the measurement of fair values, for both financial and non-financial assets and liabilities. The company has an established control framework with respect to the measurement of fair values. The company regularly reviews significant unobservable inputs and valuation adjustments.

Fair values are categorised into different levels in a fair value hierarchy based on the inputs used in the valuation techniques as follows:

▪ Level 1 : quoted prices (unadjusted) in active markets for identical assets or liabilities.

▪Level 2 : inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly (i.e. as prices) or indirectly (i.e. derived from prices).

▪ Level 3 : inputs for the asset or liability that are not based on observable market data (unobservable inputs)

When measuring the fair value of an asset or a liability, the company uses observable market data as far as possible. If the inputs used to measure the fair value of an asset or a liability fall into different levels of the fair value hierarchy,, then the fair value measurement is categorised in its entirety in the same level of the fair value hierarchy as a lowest level input that is significant to the entire measurement.

The company recognises transfers between levels of the fair value hierarchy at the end of the reporting year during which the change has occurred.

1.3. Functional and presentation currency

The financial statements are prepared in Indian Rupees (INR) which is also the company's functional currency.

Transactions and balances

· Foreign currency transactions are translated into the functional currency using the exchange rates at the dates of the transactions or on an average rate if the average rate approximates the actual rate on the date of transaction.

· Monetary assets and liabilities denominated in foreign currencies at the exchange rate at the reporting date. Non-monetary items that are measured at fair value in a foreign currency are translated using the exchange rates at the date when the fair value was determined.

· Non monetary assets and liabilities that are measured based on the historical cost are recognised in a foreign currency are translated at the exchange rate at the date of transaction. Exchange differences are recognised in profit or loss, except exchange difference arising from translation of items which are recognised in OCI.

1.4. Presentation of financial Statements

The company presents its balance sheet in order of liquidity. An analysis regarding recovery or settlement within 12 months after reporting date (current) and more than 12 months after reporting date (non current) is presented in note no. 41

2. Statement of Cash Flows

Cash flows are reported using indirect method as set out in Ind AS-7 "Statement of cash flows" whereby profit / (loss) before tax is adjusted for the effects of transactions of non-cash nature and any deferrals or accruals of past or future cash receipts or payments. The cash flows from operating, investing and financing activities of the company are segregated based on the available information.

GABRIEL INDIA LIMITED

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Asia Investments Private Limited

Notes to Financial Statement for the Year ended 31st March, 2025

3. Property, plant and equipment

i) Initial recognition

· Recognition:

• Property, plant & equipment are stated at cost of acquisition less accumulated depreciation / amortization and impairment loss, if any. All costs directly relating to the acquisition and installation of assets are capitalised and include borrowing costs relating to funds attributable to construction or acquisition of qualifying assets, up to the date the asset / plant is ready for intended use.

• The cost of a self- constructed item of property, plant and equipment comprises the cost of materials and direct labour, and any other costs directly attributable to bringing the item to working condition for its intended use, and estimated costs of dismantling and removing the item and restoring the site on which it is located.

• If significant parts of an item of property, plant and equipment have different useful lives, then they are accounted for as separate items (major components) of property, plant and equipment.

Any gain or loss on disposal of an item of property, plant and equipment is recognised in profit or loss.

• Cost of Replacement: Recognized in the carrying amount if it is probable that the future economic benefits will flow to the Company and its cost can be

• measured reliably with the carrying amount of the replaced part getting derecognized.

• Cost for day-to-day servicing/ Repairs: Recognized in statement of profit and loss as and when incurred.

• Freehold land: Carried at historical cost.

• All other items: Stated at historical cost less depreciation.

• Subsequent expenditure: Capitalized only when it is probable that future economic benefits associated with the expenditure will flow to the Company.

ii) Depreciation methods, estimated useful lives and residual value

Depreciation is provided on a pro rata basis on the straight line method over the estimated useful lives of the asset. The depreciation charge for each period is recognized in the statement of profit and loss, unless it is included in the carrying amount of the asset. The useful life, residual value and the depreciation method are reviewed at least at each, financial year end. If the expectations differ from previous estimates, the changes are accounted for prospectively as a change in accounting estimate. The company has taken useful life of its tangible assets as prescribed by Schedule II to the Companies Act, 2013 except in the following categories of assets

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Useful Life of assets as per management supported by
Asset Class technical valuer’s estimate
(No. of years)
Mobile Phone 2.5
Building 10 - 60
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• The assets’ residual values and useful lives are reviewed, and adjusted if appropriate, at the end of each reporting period.

• Capital work-in-progress includes the cost of fixed assets that are not ready for their intended use as at the balance sheet date.

iii) Derecognition

• Sale during the year: The carrying amount of any component accounted for as a separate asset is derecognised when replaced.

• Reclassification to investment property: When the use of a property changes from owner occupied to investment property, the property is reclassified

• as investment property at its carrying amount on the date of its reclassification.

An asset’s carrying amount is written down immediately to its recoverable amount if the asset’s carrying amount is greater than its estimated recoverable amount.

Gains and losses on disposal are determined by comparing proceeds with carrying amount. These are included in profit or loss within other gains / (losses).

4. Investment properties

Property that is held for rental income and that is not occupied by the Company, is classified as investment property.

• Initial r ecognition: Investment properties are measured initially at cost, including related transaction cost.

• Subsequent recognition: It is carried at cost less accumulated depreciation. Subsequent expenditure is capitalized to the asset’s carrying amount only

• when it is probable that future economic benefits associated with the expenditure will flow to the Company and the cost can be measured reliably.

• Cost for day-to-day servicing / repairs: All other repairs and maintenance costs are expensed when incurred.

• Depreciation methods, estimated useful lives and residual value: Investment properties are depreciated using ‘Straight Line Method’ over the

• estimated useful life of the assets

• Land is carried at historical cost.

· The fair values of investment property is disclosed in the notes. Fair value is determined by an independent valuer who holds a recognised and relevant professional qualification and has experience in the location and category of the investment property being valued.

· Derecognition :

Disposal : An investment property shall be derecognised (eliminated from the balance sheet) on disposal or when the investment property is permanently withdrawn from use and no future economic benefits are expected from its disposal.

Gains or losses arising from the retirement or disposal of investment property shall be determined as the difference between the net disposal proceeds and the carrying amount of the asset and shall be recognised in profit or loss in the period of the retirement or disposal.

• Reclassification : Transfers between investment property, owner-occupied property and inventories do not change the carrying amount of the property

• transferred and they do not change the cost of that property for measurement or disclosure purposes.

GABRIEL INDIA LIMITED

260

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Asia Investments Private Limited

Notes to Financial Statement for the Year ended 31st March, 2025

5. Intangible assets

i) Initial recognition

Intangible assets acquired separately are measured on initial recognition at cost. Internally generated intangibles, excluding capitalized development costs, are not capitalized and the related expenditure is reflected in profit or loss in the period in which the expenditure is incurred. Expenditure on the development costs is recognised only when criteria for recognition is met.

ii) Subsequent r ecognition

Intangible assets are subsequently measured at cost less accumulated amortization and accumulated impairment losses, if any.

● Subsequent expenditure :

Subsequent expenditure is capitalised only when it increases the future economic benefits embodied in the specific asset to which it relates. All other expenditure, including expenditure on internally generated goodwill and brands, is recognised in profit or loss as incurred.

iii) Amortization methods and periods The amortization period and the amortization method for an intangible asset is reviewed at least at the end of each reporting period. The amortization expense is recognised in the statement of profit and loss.

The amortization period and the amortization method for an intangible asset is reviewed at least at the end of each reporting period. The amortization expense is recognised in the statement of profit and loss. iii) Amortization methods and periods	The amortization period and the amortization method for an intangible asset is reviewed at least at the end of each reporting period. The amortization expense is recognised in the statement of profit and loss. iii) Amortization methods and periods
The company amortizes intangible assets with a finite useful life using the straight-line method, commencing from the date the asset is available to the
company.
Estimated useful lives are as under:
Asset Class	Estimated Useful Life (No. of Years)
Computer software	3

iv) Derecognition

An intangible asset is derecognized on disposal, or when no future economic benefits are expected from use or disposal. Gains or losses arising from derecognition of an intangible asset, measured as the difference between the net disposal proceeds and the carrying amount of the asset, are recognized in profit or loss when the asset is derecognized.

6. Impairment of tangible and intangible assets

· Measurement: Tangible and intangible assets property, plant and equipment and intangible assets with finite life are evaluated for recoverability whenever there is any indication that their carrying amounts may not be recoverable.

· Recognition criteria: If any such indication exists, the recoverable amount (i.e. higher of the fair value less cost to sell and the value-in-use) is determined on an individual asset basis unless the asset does not generate cash flows that are largely independent of those from other assets. In such cases, the recoverable amount is determined for the cash generating unit (CGU) to which the asset belongs. If the recoverable amount of an asset (or CGU) is estimated to be less than its carrying amount, the carrying amount of the asset (or CGU) is reduced to its recoverable amount. An impairment loss is recognised in the statement of profit and loss.

7. Revenue r ecognition

Under Ind AS 115, revenue is recognised at an amount that reflects the consideration to which an entity expects to be entitled in exchange for transferring goods or services to a customer. The company recognises revenue when the amount of revenue can be reliably measured, it is probable that future economic benefits will flow to the entity and specific criteria have been met for each of the Company’s activities as described below. Revenue from operations excludes Goods & Services Tax.

● Sale of services: Revenue is recognised when performance obligation is satisfied . For professional services revenue is recognised as services are performed over a period of time.

● Interest income: Interest income from debt instruments is recognised using the effective interest rate method as per Ind AS 109. The effective interest rate is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to the gross carrying amount of a financial asset. When calculating the effective interest rate, the company estimates the expected cash flows by considering all the contractual terms of the financial instrument (for example. prepayment, extension, call and similar options) but does not consider the expected credit losses.

Interest income from a financial asset is recognised when it is probable that the economic benefits will flow to the Company and the amount of income can be measured reliably. Interest income is accrued on a time basis, by reference to the principal outstanding and at the effective interest rate applicable, which is the rate that exactly discounts estimated future cash receipts through the expected life of the financial asset to that asset’s net carrying amount on initial recognition.

● Dividend: Dividends are recognised in profit or loss only when the right to receive payment is established, it is probable that the economic benefits associated with the dividend will flow to the company, and the amount of the dividend can be measured reliably.

8. Cash and cash equivalents

Cash comprises cash on hand and demand deposits with banks. Cash equivalents are short-term balances (with an original maturity of three months or less from the date of acquisition) and highly liquid investments that are readily convertible into known amounts of cash and which are subject to insignificant risk of changes in value.

GABRIEL INDIA LIMITED

261

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Asia Investments Private Limited

Notes to Financial Statement for the Year ended 31st March, 2025

9. Financial instruments

A financial instrument is any contract that gives rise to a financial asset of one entity and a financial liability or equity instrument of another entity. Financial assets and liabilities are recognised when the company becomes a party to the contractual provisions of the instrument. Financial assets and liabilities are initially measured at fair value.

9.1. Financial Assets

i. Initial recognition & measurement All financial assets (not measured subsequently at fair value through profit or loss) are recognised initially at fair value plus transaction costs that are attributable to the acquisition of the financial asset.

ii. Classification and subsequent measurement

On subsequent recognition the company classifies financial assets measured at amortised cost, fair value through other comprehensive income or fair value through profit or loss on the basis of its business model for managing the financial assets and the contractual cash flow characteristics of the financial asset.

Financial assets at amortised cost A financial asset is measured at amortised cost if it meets both of the following conditions and is not designated as at FVTPL: ▪ the asset is held within a business model whose objective is to hold assets in order to collect contractual cash flows; and ▪the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding After initial measurement, such financial assets are subsequently measured at amortized cost using the effective interest rate (EIR) method. Amortized cost is reduced by impairment losses. Interest income, foreign exchange gain and losses and impairment are recognised in profit and loss. Any gain or loss is recognised in profit and loss.

Financial assets at fair value through other comprehensive income (FVTOCI)

Financial assets are measured at fair value through other comprehensive income if these financial assets are held within a business whose objective is achieved by both collecting contractual cash flows and selling financial assets and the contractual terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the principal amount outstanding.

Financial assets at fair value through profit or loss (FVTPL)

All financial assets not classified as measured at amortised cost and FVTOCI are measured at FVTPL. On initial recognition, the Company may irrevocably designate a financial asset that otherwise meets the requirements to be measured at amortised cost at FVTPL if doing so eliminates or significantly reduces an accounting mismatch that would otherwise arise. After initial recognition, these assets are subsequently measured at fair value. Net gains and losses including any interest or dividend income, are recognised in profit or loss.

iii. De - recognition

A financial asset (or, where applicable, a part of a financial asset or part of a Company of similar financial assets) is primarily derecognised (i.e. removed from the Company’s balance sheet) when: ▪ The rights to receive cash flows from the asset have expired, or ▪The Company has transferred its (a) rights to receive cash flows from the asset or (b) the Company has neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of the asset.

iv. Impairment of financial assets

The Company assesses, at each reporting date, whether a financial asset or a group of financial assets is impaired. Ind AS 109 requires expected credit losses to be measured through a loss allowance. For trade receivables only, the company recognises expected lifetime losses using the simplified approach. Company performs credit assessment for customers on an annual basis. For other financial assets, (not being equity instruments or debt instruments measured subsequently at FVTPL) the expected losses are measured at the twelve month expected losses or an amount equal to the lifetime expected credit losses if there has been a significant increase in credit risk since initial recognition.

9.2. Financial liabilities

i. Classification

The company classifies all financial liabilities as subsequently measured at amortised cost, except for financial liabilities measured at fair value through profit or loss. Such liabilities, including derivatives that are liabilities, shall be subsequently measured at fair value with changes in fair value being recognised in the statement of profit and loss.

Share capital: Equity shares issued to shareholders are classified as equity. Incremental costs directly attributable to the issue of new equity shares or stock options are recognised as a deduction from equity, net of any related income tax effects.

ii. Measurement

Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings, payables, as appropriate. All financial liabilities are recognised initially at fair value and in the case of loans and borrowings and payables, net of directly attributable transaction costs.

GABRIEL INDIA LIMITED

262

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Asia Investments Private Limited

Notes to Financial Statement for the Year ended 31st March, 2025

Financial liabilities at amortised cost

Financial liabilities are measured at amortised cost using the effective interest method.

Loans and Borrowings : After initial recognition, interest-bearing loans and borrowings are subsequently measured at amortized cost using the Effective Interest Rate Method. Gains and losses are recognised in statement of profit and loss when the liabilities are derecognised as well as through the Effective Interest Rate Method amortization process. Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the Effective Interest Rate. The Effective Interest Rate amortization is included as finance costs in the statement of profit and loss.

iii. De-recognition

The Company derecognises financial liabilities when, and only when, the Company’s obligations are discharged, cancelled or have expired. The company also derecognises a financial liability when its terms are modifies an the cash flows under the modified terms are substantially different. In this case, a new financial liability based on the modified terms is recognised at fair value. The difference between the carrying amount of the financial liability extinguished and the new financial liability with the modified terms is recognised in profit or loss.

9.3. Investment in equity instruments

All equity instruments in scope of Ind AS 109 are measured at fair value except for the investments held in subsidiaries, joint ventures and associates which are measured at cost. Equity instruments which are held for trading are classified as at FVTPL. For all other equity instruments, the company may make an irrevocable election to present in other comprehensive income subsequent changes in the fair value. The company makes such an election on an instrumentby instrument basis, at initial recognition and is irrevocable.

If the company decides to classify an equity instrument at FVTOCI, then all fair value changes on the instrument, excluding dividends, are recognised in the OCI. There is no recycling of the amounts from OCI to statement of profit and loss, even on the sale of the investment. However, the company may transfer the cumulative gain or loss within equity.

Equity instruments included within the FVTPL category are measured at fair value with all changes recognised in statement of profit and loss.

9.4. Offsetting of financial instruments

Financial assets and financial liabilities are offset and the net amount presented in the balance sheet when, and only when, the company currently has a legally enforceable right to set off the amounts and it intends either to settle them on a net basis or to realise the asset and settle the liability simultaneously.

10. Taxation

Initial recognition

Income tax comprises current and deferred tax. It is recognised in profit or loss except to the extent that it relates to a business combination or to an item recognised directly in equity or in other comprehensive income.

Current tax comprises the expected tax payable or receivable on the taxable income or loss for the year and any adjustment to the tax payable or receivable in respect of previous years. The amount of current tax reflects the best estimate of the tax amount expected to be paid or received after considering the uncertainty, if any, related to income taxes. It is measured using tax rates (and tax laws) enacted or substantively enacted by the reporting date.

Current tax assets and current tax liabilities are offset only if there is a legally enforceable right to set off the recognised amounts, and it is intended to realise the asset and settle the liability on a net basis or simultaneously.

Deferred tax is recognised on temporary differences between the carrying amounts of assets and liabilities for the financial reporting purposes. Deferred tax assets are recognised to the extent that it is probable that future taxable profits will be available against which they can be utilised. The existence of unused tax losses is strong evidence that future taxable profit may not be available. Therefore, in case of history of recent losses, the company recognises a deferred tax asset only to the extent that it has sufficient taxable temporary differences or there is convincing other evidence that sufficient taxable temporary differences or there is convincing other evidence that sufficient taxable profit will be available against which such deferred tax asset can be realised.

Deferred tax assets - unrecognised or recognised, are reviewed at each reporting date and are recognised/reduced to the extent that it is probable / no longer probable respectively that the related tax benefit will be realised. Deferred tax is measured at the tax rates that are expected to apply to the period when the asset is realised or the liability is settled, based on the laws that have been enacted or substantively enacted by the reporting date. The measurement of deferred tax reflects the tax consequences that would follow from the manner in which the company expects, at the reporting date, to recover or settle the carrying amount of its assets and liabilities. Deferred tax assets and liabilities are offset if there is a legally enforceable right to offset current tax liabilities and assets, and they relate to income taxes levied by the same tax authority.

11. Borrowing costs

Borrowing costs are interest and other costs (including exchange differences to the extent regarded as an adjustment to the interest costs) incurred in connection with the borrowing of funds. Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its intended use or sale are capitalized as part of the cost of the asset. All other borrowing costs are expensed in the period in which they occur.

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Asia Investments Private Limited Notes to Financial Statement for the Year ended 31st March, 2025

12. Leases

Where the Company is the lessee

The Company’s lease asset classes primarily consist of leases for buildings and vehicles. The Company assesses whether a contract contains a lease, at inception of a contract. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Company assesses whether: (i) the contract involves the use of an identified asset

(ii) the Company has substantially all of the economic benefits from use of the asset through the period of the lease and (iii) the Company has the right to direct the use of the asset.

At the date of commencement of the lease, the Company recognizes a right-of-use asset (“ROU”) and a corresponding lease liability for all lease arrangements in which it is a lessee, except for leases with a term of twelve months or less (short-term leases) and low value leases. For these short-term and low value leases, the Company recognizes the lease payments as an operating expense on a straight-line basis over the term of the lease.

Certain lease arrangements includes the options to extend or terminate the lease before the end of the lease term. ROU assets and lease liabilities includes these options when it is reasonably certain that they will be exercised.

The right-of-use assets are initially recognized at cost, which comprises the initial amount of the lease liability adjusted for any lease payments made at or prior to the commencement date of the lease plus any initial direct costs less any lease incentives. They are subsequently measured at cost less accumulated depreciation and impairment losses.

Right-of-use assets are depreciated from the commencement date on a straight-line basis over the shorter of the lease term and useful life of the underlying asset. Right of use assets are evaluated for recoverability whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. For the purpose of impairment testing, the recoverable amount (i.e. the higher of the fair value less cost to sell and the value-in-use) is determined on an individual asset basis.

The lease liability is initially measured at amortized cost at the present value of the future lease payments. The lease payments are discounted using the interest rate implicit in the lease or, if not readily determinable, using the incremental borrowing rates. Lease liabilities are remeasured with a corresponding adjustment to the related right of use asset if the Company changes its assessment if whether it will exercise an extension or a termination option. Lease liability and ROU asset have been separately presented in the Balance Sheet and lease payments have been classified as financing cost.

Where the Company is the lessor

Leases for which the Company is a lessor is classified as a finance or operating lease. Whenever the terms of the lease transfer substantially all the risks and rewards of ownership to the lessee, the contract is classified as a finance lease. All other leases are classified as operating leases.

Costs, including depreciation, are recognized as an expense in the statement of profit and loss. Initial direct costs incurred in negotiating and arranging an operating lease are added to the carrying amount of the leased assets and recognised on a straight line basis over the lease term.

13. Provisions and contingent liability

Recognition: Provisions are recognised when the Company has a present obligation (legal or constructive) as a result of a past event, it is probable that the Company will be required to settle the obligation, and a reliable estimate can be made of the amount of the obligation.

Long term provisions : Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current market assessments of the time value of money and the risks specific to the liability. The unwinding of the discount is recognised as finance cost. Expected future operating losses are not provided for.

Short term provisions: Provisions (excluding employee benefits ) are not discounted to its present value and are determined based on best estimate required to settle the obligation at the balance sheet date. These are reviewed at each balance sheet date adjusted to reflect the current best estimates.

A disclosure for a contingent liability is made where there is a possible obligation that arises from past events and the existence of which will be confirmed only by the occurrence or non-occurrence of one or more uncertain future events not wholly within the control of the Company or a present obligation that arises from the past events where it is either not probable that an outflow of resources will be required to settle the obligation or a reliable estimate of the amount cannot be made.

14. Employee benefits

i) Short-term obligations

Short-term employee benefit obligations are measured on an undiscounted basis and are expensed as the related service is provided. A liability is recognised for the amount expected to be paid, if the company has a present legal or constructive obligation to pay this amount as a result of past service provided by the employee and the amount of the obligation can be estimated reliably.

ii) Other long-term employee benefit obligations

The company's net obligation in respect of long term employee benefits other than post-employment benefits is the amount of future benefit that employees have earned in return for their service in the current and prior periods; that benefit is discounted to determine its present value, and the fair value of any related assets is deducted. The obligation is measured on the basis of an annual independent actuarial valuation using the projected unit credit method. Remeasurements gains or losses are recognised in profit or loss in the period in which they arise.

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Asia Investments Private Limited

Notes to Financial Statement for the Year ended 31st March, 2025

iii) Retirement benefits costs and termination benefits

Defined benefit plans:

The gratuity plan provides a lump sum payment to vested employees at retirement, death, incapacitation or termination of employment, an amount based on the respective employee's salary and the tenure of employment.

Remeasurements of the net defined benefit liability, which comprise actuarial gain and losses, the return on plan assets (excluding interest) and the effect of the asset ceiling (if any, excluding interest), are recognised in Other Comprehensive Income (OCI). Net interest is calculated by applying the discount rate to the net defined benefit liability or asset. The company recognises the following changes in the net defined benefit obligation in the Statement of profit and loss: ▪ Service costs comprising current service costs, past-service costs, gains and losses on curtailments and non-routine settlements; and ▪ Net interest expense or income

iv) Contributions from employees or third parties to defined benefit plans

A defined contribution plan is a post - employment benefit plan under which an entity pays fixed contributions into a separate entity and will have no legal or constructive obligation to pay further amounts. The company makes specified monthly contributions towards Government administered provident fund scheme. Obligations for contributions to defined contribution plans are recognised as an employee benefit expense in profit or loss in the periods during which the related services are rendered by employees.

Prepaid contributions are recognised as an asset to the extent that a cash refund or reduction in future payments is available.

15. Earnings p er share (EPS)

· Basic earnings per share: It is computed by dividing the net profit or loss for the period by the weighted average number of equity shares outstanding during the period. Earnings considered in ascertaining the company's earnings per share is the net profit for the period attributable to equity shareholders.

· Diluted earnings per share: The net profit or loss for the period attributable to equity shareholders and the weighted average number of shares outstanding during the period as adjusted for the effects of all dilutive potential equity shares.

16. Segment reporting

Information reported to the chief operating decision maker (CODM) for the purposes of resource allocation and assessment of segment performance focuses on the types of goods or services delivered or provided.

Operating segments are reported in a manner consistent with the internal reporting provided to the chief operating decision maker.

17. Business combinations and goodwill / capital reserve:

The Company uses the pooling of interest method of accounting to account for common control business combination and acquisition method of accounting to account for other business combinations.

The acquisition date is the date on which control is transferred to the acquirer. Judgement is applied in determining the acquisition date and determining whether control is transferred from one party to another. Control exists when the Company is exposed to, or has rights to variable returns from its involvement with the entity and has the ability to affect those returns through power over the entity.

In assessing control, potential voting rights are considered only if the rights are substantive.

Goodwill is initially measured at cost, being the excess of the aggregate of the consideration transferred and the amount recognised for noncontrolling interests, and any previous interest held, over the net identifiable assets acquired and liabilities assumed. If the fair value of the net assets acquired is in excess of the aggregate consideration transferred, the Company reassesses whether it has correctly identified all of the assets acquired and all of the liabilities assumed and reviews the procedures used to measure the amounts to be recognised at the acquisition date.

If the re-assessment still results in an excess of the fair value of net assets acquired over the aggregate consideration transferred, then the gain is recognised in Other Comprehensive Income (OCI) and accumulated in other equity as capital reserve. However, if there is no clear evidence of bargain purchase, the entity recognises the gain directly in other equity as capital reserve, without routing the same through OCI.

Consideration transferred includes the fair values of the assets transferred, liabilities incurred by the Company to the previous owners of the acquiree, and equity interests issued by the Company.

Consideration transferred also includes the fair value of any contingent consideration. Consideration transferred does not include amounts related to the settlement of pre-existing relationships. Any goodwill that arises on account of such business combination is tested annually for impairment.

In case of Pooling of interest method of accounting, the assets and liabilities of the combining entities recognises at their carrying amounts. No adjustment is made to reflect the fair value or recognise any new assets and liabilities. The financial information in the financial statements in respect of prior periods restates as if the business combination had occurred from the beginning of the preceding period. The difference, if any, between the amount recorded as share capital issued plus any additional consideration

in the form of cash or other assets and the amount of share capital of the transferor is transferred to capital reserve and presented separately from other capital reserves.

18. Recent accounting pronouncement

Ministry of Corporate Affairs (“MCA”) notifies new standards or amendments to the existing standards under Companies (Indian Accounting Standards) Rules as issued from time to time. During the year ended 31st March, 2025, MCA has not notified any new standards or amendments to the existing standards applicable to the Company.

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Asia Investments Private Limited

Notes to Financial Statement for the Year ended 31st March, 2025

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Note No. 3 Cash and cash equivalents
(₹ in Millions)
Particulars As At As At
31st March, 2025 31st March, 2024
(i) Cash on hand - -
(ii) Balance with scheduled banks:
- In current accounts 198.45 80.50
- In escrow accounts - 1.67
(iii) Fixed deposit in banks having original maturity of less than or equal to three months 70.00 6.31
TOTAL 268.45 88.48
Includes inoperative bank balance of ₹ 0.77 million subject to confirmation.
Note No. 3A Bank balances other than cash and cash equivalents
(₹ in Millions)
Particulars As At As At
31st March, 2025 31st March, 2024
(i) Fixed deposit in banks having original maturity of more than three months 21.56 15.00
(ii) Balance with scheduled banks:
- In escrow accounts (refer note 27) 1.67 -
TOTAL 23.23 15.00
Note No. 4 Receivables - trade receivables
(₹ in Millions)
Particulars As At As At
31st March, 2025 31st March, 2024
Unsecured, considered good
(i) Trade receivables 79.12 93.08
Less: Expected credit loss allowance - (2.75)
79.12 90.33
Note : * Includes ₹ 79.12 Million (as on 31st March 2025), ₹ 93.08 Million (as on 31st March 2024) due to private limited companies in which director of the company is director.
Trade Receivables Ageing Schedule
Ageing for trade receivables outstanding as at 31st March, 2025 is as follows (₹ in Millions)
Outstanding for following periods from due date of payment
Particulars Not Due Less than 6 6 Months - 1-2 2-3 More than 3 Total
months 1 year Years Years years
(i) Undisputed trade receivables – considered good 79.12 - - - - - 79.12
(ii) Undisputed trade receivables – which have significant increase in credit risk - - - - - - -
(iii) Undisputed trade receivables – credit impaired - - - - - - -
(iv) Disputed trade receivables – considered good - - - - - - -
(v) Disputed trade receivables – which have significant increase in credit risk - - - - - - -
(vi) Disputed trade receivables – credit impaired - - - - - - -
(vii) Expected credit loss - - - - - - -
Total 79.12 - - - - - 79.12
Ageing for trade receivables outstanding as at 31st March, 2024 is as follows (₹ in Millions)
Outstanding for following periods from due date of payment
Particulars Not Due Less than 6 6 Months - 1-2 2-3 More than 3 Total
months 1 year Years Years years
(i) Undisputed trade receivables – considered good 83.80 8.28 1.00 - - - 93.08
(ii) Undisputed trade receivables – which have significant increase in credit risk - - - - - - -
(iii) Undisputed trade receivables – credit impaired - - - - - - -
(iv) Disputed trade receivables – considered good - - - - - - -
(v) Disputed trade receivables – which have significant increase in credit risk - - - - - - -
(vi) Disputed trade receivables – credit impaired - - - - - - -
(vii) Expected credit loss (2.75) - - - - - (2.75)
Total 81.05 8.28 1.00 - - - 90.33
The movement in allowance for expected credit loss in respect of trade receivables during the year was as follows: (₹ in Millions)
Allowance for expected credit loss As At As At
31st March, 2025 31st March, 2024
Opening balance 2.75 2.75
Credit loss created /(reversed) (2.75) -
Closing balance - 2.75
Note No. 5 Loans
(₹ in Millions)
Particulars As At As At
31st March, 2025 31st March, 2024
(A)
Carried at amortised cost
(Unsecured, considered good)
(i) Loan
-To related parties (refer note no 37)
-Repayable on Demand 1,279.77 670.52
-Term loan 96.27 -
(ii) Loans to employees * - 4.50
Total (A) Gross 1,376.04 675.02
(B)
(a) Loans in India
(i) Public sector - -
(ii) Others 1,376.04 675.02
Total - Loans in India 1,376.04 675.02
(b) Loans outside India - -
Total (B) Gross 1,376.04 675.02
Total 1,376.04 675.02
(As a part of service condition extended to all eligible employees)
Includes dues from directors and other officers of the Company ₹ NIL (As on 31st March, 2024 ₹ 4.50 Millions)
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Asia Investments Private Limited

Notes to Financial Statement for the Year ended 31st March, 2025

Note No. 6 Investments

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(₹ in Millions)
As At As At
Particulars No. of Shares No. of Shares
31st March, 2025 31st March, 2024
A. INVESTMENT IN EQUITY SHARES OF SUBSIDIARY COMPANIES (AT COST)
QUOTED INVESTMENTS
GABRIEL INDIA LIMITED 7,56,17,079 1,016.45 7,56,17,079 1,016.45
EQUITY SHARES OF ₹1/- EACH (FULLY PAID-UP)
UNQUOTED INVESTMENTS
ANAND AUTOMOTIVE PRIVATE LIMITED 98,912 10.10 98,912 10.10
EQUITY SHARES OF ₹100/- EACH (FULLY PAID-UP)
ANAND CY MYUTEC AUTOMOTIVE PRIVATE LIMITED 14,84,507 14.85 14,84,507 14.85
EQUITY SHARES OF ₹10/- EACH (FULLY PAID-UP)
ANAND I-POWER LIMITED 3,11,08,944 453.58 3,11,08,944 453.58
EQUITY SHARES OF ₹1/- EACH (FULLY PAID-UP)
SUJAN LUXURY HOSPITALITY PRIVATE LIMITED 56,135 845.62 56,135 845.62
EQUITY SHARES OF ₹100/- EACH (FULLY PAID-UP)
ANCHEMCO INDIA PRIVATE LIMITED 2,31,05,499 231.05 2,31,05,499 231.05
EQUITY SHARES OF ₹10/- EACH (FULLY PAID-UP)
EVCORP MOBILITY PRIVATE LIMITED 9,999 0.10 9,999 0.10
EQUITY SHARES OF ₹10/- EACH (FULLY PAID-UP)
CHAKRATEC INTERNATIONAL PRIVATE LIMITED 9,999 0.10 9,999 0.10
EQUITY SHARES OF ₹10/- EACH (FULLY PAID-UP)
ASIA INVESTMENTS UK PRIVATE LIMITED 40,51,000 435.20 20,51,000 110.33
EQUITY SHARES OF ₤1/- EACH (40,51,000 SHARES FULLY PAID-UP)
NFW PRODUCTIONS PRIVATE LIMITED 14,24,000 14.24 - -
(formerly known as SUJAN ART PRIVATE LIMITED)
EQUITY SHARES OF ₹10/- EACH (FULLY PAID-UP)
ANEVOLVE PRIVATE LIMITED 3,58,10,000 358.10 3,58,10,000 358.10
(formerly known as ANAND EV SOLUTIONS PRIVATE LIMITED)
EQUITY SHARES OF ₹10/- EACH (FULLY PAID-UP)
TOTAL INVESTMENTS IN EQUITY SHARES OF SUBSIDIARY COMPANIES (A) 3,379.39 3,040.28
B. INVESTMENT IN EQUITY INSTRUMENTS OF JOINT VENTURE ENTITIES (AT COST)
UNQUOTED INVESTMENTS
MAHLE ANAND THERMAL SYSTEMS PRIVATE LIMITED 1,16,00,000 206.63 1,16,00,000 206.63
EQUITY SHARES OF ₹10/- EACH (FULLY PAID-UP)
CY MYUTEC ANAND INDIA PRIVATE LIMITED 23,22,840 23.23 23,22,840 23.23
EQUITY SHARES OF ₹10/- EACH (FULLY PAID-UP)
FAURECIA EMISSIONS CONTROL TECHNOLOGIES INDIA PRIVATE
LIMITED 52,73,757 192.51 52,73,757 192.51
EQUITY SHARES OF ₹10/- EACH (FULLY PAID-UP)
HALDEX ANAND INDIA PRIVATE LIMITED 12,00,000 12.00 12,00,000 12.00
(formerly known as HALDEX INDIA PRIVATE LIMITED)
EQUITY SHARES OF ₹10/- EACH (FULLY PAID-UP)
HENKEL ANAND INDIA PRIVATE LIMITED 6,70,373 6.74 6,70,373 6.74
EQUITY SHARES OF ₹10/- EACH (FULLY PAID-UP)
HL MANDO ANAND INDIA PRIVATE LIMITED 4,81,34,427 753.63 4,81,34,427 753.63
(formerly known as MANDO AUTOMOTIVE INDIA PRIVATE LIMITED)
EQUITY SHARES OF ₹10/- EACH (FULLY PAID-UP)
MAHLE ANAND FILTER SYSTEMS PRIVATE LIMITED 6,39,025 56.25 6,39,025 56.25
EQUITY SHARES OF ₹5/- EACH (FULLY PAID-UP)
DANA ANAND INDIA PRIVATE LIMITED 2,45,55,330 245.93 2,45,55,330 245.93
EQUITY SHARES OF ₹10/- EACH (FULLY PAID-UP)
JOYSON ANAND ABHISHEK SAFETY SYSTEMS PRIVATE LIMITED 2,14,02,471 1,200.78 2,14,02,471 1,200.78
EQUITY SHARES OF ₹10/- EACH (FULLY PAID-UP)
VALEO FRICTION MATERIALS INDIA PRIVATE LIMITED 57,60,000 57.67 57,60,000 57.67
EQUITY SHARES OF ₹10/- EACH (FULLY PAID-UP)
TOTAL INVESTMENTS IN EQUITY INSTRUMENTS OF JOINT VENTURE ENTITIES (B) 2,755.37 2,755.37
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Asia Investments Private Limited

Notes to Financial Statement for the Year ended 31st March, 2025

Note No. 6 Investments

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(₹ in Millions)
As At As At
Particulars
31st March, 2025 31st March, 2024
C. INVESTMENT IN PREFERENCE SHARES OF SUBSIDIARY COMPANY (AT FVTPL)
UNQUOTED INVESTMENTS
ANAND I POWER LIMITED
7% NON-CONVERTIBLE NON-CUMULATIVE PREFERENCE SHARES OF
₹100 EACH (FULLY PAID UP) 10,00,000 95.15 10,00,000 93.05
TOTAL PREFERENCE SHARES INVESTMENT (C) 95.15 93.05
INVESTMENT ON ACCOUNT OF FAIR VALUATION OF FINANCIAL
D.
GUARANTEES GIVEN TO SUBSIDIARIES/FELLOW SUBSIDIARIES
ANAND AUTOMOTIVE PRIVATE LIMITED 7.83 7.83
ANAND I POWER LIMITED 5.30 5.30
ANEVOLVE MANDO EMOBILITY PRIVATE LIMITED 7.54 6.97
(formerly known as ANAND MANDO EMOBILITY PRIVATE LIMITED)
ANEVOLVE PRIVATE LIMITED 0.30 0.30
(formerly known as ANAND EV SOLUTIONS PRIVATE LIMITED)
TOTAL INVESTMENT IN SUBSIDIARIES ARISING ON ACCOUNT OF
FAIR VALUATION OF FINANCIAL GUARANTEE GIVEN TO 20.97 20.40
SUBSIDIARIES (D)
TOTAL GROSS INVESTMENTS (A+B+C+D) 6,250.88 5,909.10
Less: Allowance for impairment - -
TOTAL NET INVESTMENTS 6,250.88 5,909.10
TOTAL INVESTMENTS MEASURED AT COST 6,155.73 5,816.05
TOTAL INVESTMENTS MEASURED AT FAIR VALUE THROUGH PROFIT OR LOSS 95.15 93.05
Note:
i Aggregate amount of quoted investment ₹1,016.45 Million (as on 31st March, 2025), ₹1,016.45 Million (as on 31st March 2024). Market Value of ₹43,801.19 Million (as on 31st
March, 2025), ₹25,244.76 Million (as on 31st March, 2024).
ii Aggregate Book Value of Unquoted Investment ₹5,234.43 Million (as on 31st March, 2025), ₹4,892.65 Million (as on 31st March 2024)
iii Aggregate Amount of impairment loss allowance of Investment ₹ Nil (31st March 2024 ₹ Nil)
iv All above investments are in India itself except Asia Investments UK Private Limited.
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Note No. 7 Other Financial Assets

At Amortised Cost Security deposits Less: Provision for loss allowance Dividend receivable Other financial assets Less: Provision for loss allowance Employee benefit asset (gratuity) Total Particulars*	As At 31st March, 2025 31.12 (0.04) 31.08 - 104.89 (6.81) 98.08 7.03 136.19	(₹ in Millions) As At 31st March, 2024 15.40 (0.04) 15.36 116.00 57.95 - 57.95 - 189.31

• Includes ₹ 12.00 Million (as on 31st March 2025), ₹ Nil (as on 31st March 2024) given to private limited companies / limited liability partnership firm in which director of the company is director / partner.

** Includes due from directors & officers of company of ₹ 22.78 Million (as on 31st March 2025), ₹ 11.00 Million (as on 31st March 2024).

** Includes ₹ 45.19 Million (as on 31st March 2025), ₹ 23.08 Million (as on 31st March 2024) due from private limited companies / limited liability partnership firm in which director of the company is director / partner.

The movement in allowance for expected credit loss in respect of other financial assets during th Opening balance Credit loss created /(reversed) Closing balance Allowance for expected credit loss	e year was as follows: As At 31st March, 2025 (0.04) (6.81) (6.85)	(₹ in Millions)
		As At 31st March, 2024
		(0.04) - (0.04)

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Asia Investments Private Limited

Notes to Financial Statement for the Year ended 31st March, 2025

Note No. 8A Current tax assets (Net)

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(₹ in Millions)
As At As At
Particulars
31st March, 2025 31st March, 2024
Advance tax (Net of provision for tax) 273.87 220.35
Total 273.87 220.35
Note No. 8B Deferred tax asset (Net)
(₹ in Millions)
Credit / (Charge) Credit / (Charge) to
Deferred tax assets / (liabilities) in relation to : 1st April, 2024 to Profit or loss OCI 31st March, 2025
The following is the analysis of deferred tax assets / liabilities recognised in statement of profit and loss and other comprehensive income :-
Deferred tax assets
Employee benefits 4.28 (1.80) - 2.48
Carry forward capital losses 45.66 0.02 - 45.68
Other provisions 1.43 1.02 - 2.45
Deferred tax liability
Lease liability 0.01 (0.07) - (0.06)
Financial instruments measured at amortised cost 0.71 (0.02) - 0.69
Other fair value adjustments (3.81) (1.00) - (4.81)
Property, plant and equipment (4.20) (0.25) - (4.45)
Total 44.08 (2.10) - 41.98
Note: Deferred tax assets and deferred tax liabilities have been offset as they are governed by the same taxation laws.
(₹ in Millions)
Credit / (Charge) Credit / (Charge) to
Deferred tax assets / (liabilities) in relation to : 1st April, 2023 to Profit or loss OCI 31st March, 2024
The following is the analysis of deferred tax assets / liabilities recognised in statement of profit and loss and other comprehensive income :-
Deferred tax assets
Employee benefits 5.92 (1.64) - 4.28
Carry forward capital losses 3.44 42.22 - 45.66
Other provisions 1.43 - - 1.43
Deferred tax liability
Lease liability 0.07 (0.06) - 0.01
Financial instruments measured at amortised cost 1.20 (0.49) - 0.71
Other fair value adjustments (2.58) (1.23) - (3.81)
Property, plant and equipment (4.14) (0.06) - (4.20)
Total 5.34 38.74 - 44.08
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Note: Deferred tax assets and deferred tax liabilities have been offset as they are governed by the same taxation laws.

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Asia Investments Private Limited

Notes to Financial Statement for the Year ended 31st March, 2025

Note No.11 Other Non Financial Assets

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(₹ in Millions)
As At As At
Particulars
31st March, 2025 31st March, 2024
(i) Advances to vendors and others 14.01 4.49
Less: Provision for doubtful advances (0.07) 13.94 (0.07) 4.42
(ii) Balances with government authorities - input tax credit receivable
-Unsecured , considered good 12.13 13.67
(iii) Capital advances 4.79 16.03
(iv) Prepaid expenses 1.56 4.06
Total 32.42 38.18
Note No.12 Trade Payables
(₹ in Millions)
As At As At
Particulars
31st March, 2025 31st March, 2024
Trade payables
(i) total outstanding dues of micro enterprises and small enterprises - -
(ii) total outstanding dues of creditors other than micro enterprises 72.75 37.50
and small enterprises
Total 72.75 37.50
Other payables
(i) total outstanding dues of micro enterprises and small enterprises - -
(ii) total outstanding dues of creditors other than micro enterprises 5.10 7.09
and small enterprises
Total 5.10 7.09
Includes ₹ 10.52 Million (as on 31st March 2025), ₹ 2.10 Million (as on 31st March 2024) due to private limited companies in which director of the company is director.
Trade payables ageing schedule
Ageing for trade payables outstanding as at 31st March, 2025 is as follows (₹ in Millions)
Particulars Not Due Outstanding for following periods from due date of payment Total
Less than 1 year 1 - 2 years 2 - 3 years More than 3 years
MSME - - - - - -
Others 72.34 0.41 - - - 72.75
Disputed dues – MSME - - - - - -
Disputed dues – Others - - - - - -
Ageing for trade payables outstanding as at 31st March, 2024 is as follows (₹ in Millions)
Particulars Not Due Outstanding for following periods from due date of payment Total
Less than 1 year 1 - 2 years 2 - 3 years More than 3 years
MSME - - - - - -
Others 26.05 11.39 0.01 0.05 - 37.50
Disputed dues – MSME - - - - - -
Disputed dues – Others - - - - - -
The Micro, Small and Medium Enterprises have been identified by the Company from the available information, which has been relied upon by the auditors. According to such identification, the
disclosures as per Section 22 of "The Micro, Small and Medium Enterprise Development (MSMED) Act, 2006" are as follows:
Information in terms of Section 22 of the Micro, Small and Medium Enterprises Development Act, 2006
Details of dues to Micro Enterprises and Small Enterprises as per MSMED Act, 2006 As At As At
31st March, 2025 31st March, 2024
The principal amount and the interest due thereon remaining unpaid to any supplier at the end of each accounting year - -
The amount of interest paid by the buyer in terms of section 16 of the Micro Small and Medium Enterprise Development Act, 2006 along with the amounts of the payment made to the supplier beyond the appointed day during each accounting year - -
year) but without adding the interest specified under Micro Small and Medium Enterprise Development Act, 2006The amount of interest due and payable for the period of delay in making payment (which have been paid but beyond the appointed day during the - -
The amount of interest accrued and remaining unpaid at the end of the accounting year - -
The amount of further interest remaining due and payable even in the succeeding years, until such date when the interest dues above are actually
paid to the small enterprise for the purpose of disallowance as a deductible expenditure under section 23 of the Micro Small and Medium Enterprise - -
Development Act, 2006
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Asia Investments Private Limited

Notes to Financial Statement for the Year ended 31st March, 2025 Note No.13 Other financial liabilities

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(₹ in Millions)
As At As At
Particulars
31st March, 2025 31st March, 2024
13 Other financial liabilities
(i) Unearned financial guarantee commission 1.86 5.28
(ii) Leave encashment payable 7.76 7.76
(iii) Payable to employees 0.15 9.16
Total 9.77 22.20
Note No.14 Provisions
(₹ in Millions)
As At As At
Particulars
31st March, 2025 31st March, 2024
14 Provision for employee benefits
(i) Compensated absences 9.84 17.00
(ii) Gratuity - 4.95
(iii) Others 8.78 9.66
Total 18.62 31.61
Includes provision for MIBP and Retentionship Bonus
Note No.15 Other non-financial liabilities
(₹ in Millions)
As At As At
Particulars
31st March, 2025 31st March, 2024
15 Other non-financial liabilities
(i) Statutory remittances (Contribution to PF, GST, withholding tax etc.) 30.24 26.57
(ii) Other liabilities 2.39 2.37
Total 32.63 28.94
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Asia Investments Private Limited

Notes to Financial Statement for the Year ended 31st March, 2025

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Note No. 9A
Property, Plant and Equipments (₹ in Millions)
Freehold Furniture & Office
Particulars Buildings Computers Vehicles Total
Land # Fixtures Equipments
Cost or Deemed Cost
As at 1st April 2023 280.55 214.51 1.91 30.47 74.57 10.81 612.82
Additions 56.75 33.82 0.05 9.27 5.08 6.11 111.08
Disposals / discarded during the year - - 0.09 - 1.80 - 1.89
As at 31st March, 2024 337.30 248.33 1.87 39.74 77.85 16.92 722.01
As at 1st April 2024 337.30 248.33 1.87 39.74 77.85 16.92 722.01
Additions - - 1.79 0.13 - 0.88 2.80
Disposals / discarded during the year 0.51 - - - - - 0.51
As at 31st March, 2025 336.79 248.33 3.66 39.87 77.85 17.80 724.30
Depreciation
As at 1st April 2023 - 18.90 1.28 7.32 25.46 7.64 60.60
Charge for the year - 5.95 0.33 3.02 8.24 2.12 19.66
Disposals / discarded during the year - - 0.05 - 1.46 - 1.51
As at 31st March, 2024 - 24.85 1.56 10.34 32.24 9.76 78.75
As at 1st April 2024 - 24.85 1.56 10.34 32.24 9.76 78.75
Charge for the year - 7.90 0.18 3.52 8.35 1.93 21.88
Disposals / discarded during the year - - - - - - -
As at 31st March, 2025 - 32.75 1.74 13.86 40.59 11.69 100.63
Net Block
As at 31st March, 2025 336.79 215.58 1.92 26.01 37.26 6.11 623.67
As at 31st March, 2024 337.30 223.48 0.31 29.40 45.61 7.16 643.26
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Freehold land includes ₹ 1.33 Million (as on 31st March, 2025), ₹ 1.33 Million (as on 31st March 2024) in respect of which the title deeds of assets are in the name of erstwhile company i.e. Victor Gaskets India Limited that were merged with the company under relevant provisions of the companies act 2013 in terms of approval of the Honourable National Company Law Tribunal, Special Bench, Mumbai

• Buildings includes ₹ 1.82 Million (as on 31st March, 2025), ₹ 1.92 Million (as on 31st March 2024) in respect of which the title deeds of assets are in the name of erstwhile company i.e. Victor Gaskets India Limited that were merged with the company under relevant provisions of the companies act 2013 in terms of approval of the Honourable National Company Law Tribunal, Special Bench, Mumbai

• Buildings includes ₹ 0.00 Million (₹ 500) (as on 31st March, 2025), ₹ 0.00 Million (₹ 500) (as on 31st March 2024) in respect of shares held in Co-operative Housing Society.

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Notes to Financial Statement for the Year ended 31st March, 2025

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Note No. 10 219.78 108.81 0.62 11.29 6.54 -
Intangibles Assets (₹ in Millions)
Particulars Computer
Software
Cost or Deemed Cost
As at 1st April 2023 0.11
Additions -
Disposals / discarded during the year -
As at 31st March, 2024 0.11
As at 1st April 2024 0.11
Additions -
Disposals / discarded during the year -
As at 31st March, 2025 0.11
Amortization
As at 1st April 2023 0.09
Charge for the year 0.01
Disposals / discarded during the year -
As at 31st March, 2024 0.10
As at 1st April 2024 0.10
Charge for the year 0.01
Disposals / discarded during the year -
As at 31st March, 2025 0.11
Net Block
As at 31st March, 2025 -
As at 31st March, 2024 0.01
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Asia Investments Private Limited

Notes to Financial Statement for the Year ended 31st March, 2025

Note No. 9B Right of Use Assets

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(₹ in Millions)
Particulars Residential Property Leasehold Building Total
As at 1st April 2023 30.61 0.69 31.30
Additions - - -
- - -
Deletion during the year
As at 31st March, 2024 30.61 0.69 31.30
As at 1st April 2024 30.61 0.69 31.30
Additions 38.89 - 38.89
Deletion during the year 30.61 - 30.61
As at 31st March, 2025 38.89 0.69 39.58
Depreciation
As at 1st April 2023 14.45 0.14 14.59
Charge for the Year 10.20 0.03 10.23
- - -
Deletion during the year
As at 31st March, 2024 24.65 0.17 24.82
As at 1st April 2024 24.65 0.17 24.82
Charge for the Year 15.52 0.03 15.55
Deletion during the year 30.61 - 30.61
As at 31st March, 2025 9.56 0.20 9.76
Net Block
As at 31st March, 2025 29.33 0.49 29.82
As at 31st March, 2024 5.96 0.52 6.48
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• Leasehold Building includes ₹ 0.49 Million (as on 31st March, 2025), ₹ 0.52 Million (as on 31st March 2024) in respect of which the title deeds of assets are in the name of erstwhile company i.e Anchemco Limited that were merged with the company under relevant provisions of the companies act 2013 in terms of approval of the Honourable National Company Law Tribunal, Special Bench, Mumbai

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Notes to Financial Statement for the Year ended 31st March, 2025

Note No. 9C Investment Property

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(₹ in Millions)
Particulars Land Building Total
As at 1st April 2023 0.09 17.88 17.97
Additions - - -
- - -
Deletion during the year
As at 31st March, 2024 0.09 17.88 17.97
As at 1st April 2024 0.09 17.88 17.97
Additions - - -
- - -
Deletion during the year
As at 31st March, 2025 0.09 17.88 17.97
Depreciation
As at 1st April 2023 - 2.09 2.09
Charge for the Year - 0.42 0.42
- - -
Deletion during the year
As at 31st March, 2024 - 2.51 2.51
As at 1st April 2024 - 2.51 2.51
Charge for the Year - 0.42 0.42
- - -
Deletion during the year
As at 31st March, 2025 - 2.93 2.93
Net Block
As at 31st March, 2025 0.09 14.95 15.04
As at 31st March, 2024 0.09 15.37 15.46
Information regarding income and expenditure of Investment property (₹ in Millions)
Particulars 31st March, 2025 31st March, 2024
Rental income derived from investment properties 3.19 3.19
Direct operating expenses (including repairs and maintenance) generating rental
income 0.02 0.06
Profit arising from investment properties before depreciation and indirect expenses
3.17 3.13
Less: Depreciation 0.42 0.42
Profit / (Loss) arising from investment properties before indirect expenses 2.75 2.71
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As at 31 March 2025 and 31 March 2024 the fair values of the investment property are ₹ 333.05 Million and ₹ 355.66 Million respectively. These values are based on valuations performed by the management on the basis of available market quotes/ prevalent property prices in the same and nearby localities.

The fair valuation of the investment property has been carried out by registered valuer.

The Company has no restrictions on the realisability of its investment property and no contractual obligations to purchase, construct or develop investment property or for repairs, maintenance and enhancements. However, the title deeds of these assets are in the name of erstwhile company i.e Anchemco Limited that were merged with the company under relevant provisions of the companies act 2013 in terms of approval of the Honourable National Company Law Tribunal, Special Bench, Mumbai

For details of immovable property not held in the name of the company refer note 44

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Notes to Financial Statement for the Year ended 31st March, 2025

Note No.16 Share Capital

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(₹ in Millions)
As At As At
Particulars 31st March, 2025 31st March, 2024
No. of Shares Amount No. of Shares Amount
Authorised shares (in nos.)
(A) Equity shares
Equity shares of ₹10/- each 7,15,67,000 715.67 7,15,67,000 715.67
Equity shares of ₹100/- each 1,99,950 20.00 1,99,950 20.00
Equity shares of ₹50,000/- each 635 31.75 635 31.75
(B) Unclassified shares
Unclassified shares of ₹10/- each 2,50,000 2.50 2,50,000 2.50
(C) Preference shares of ₹100/- each
Cumulative redeemable preference shares 5,500 0.55 5,500 0.55
4% non cumulative non convertible redeemable preference shares 2,850 0.28 2,850 0.28
11% non cumulative non convertible redeemable preference shares 2,00,000 20.00 2,00,000 20.00
(D) Preference shares of ₹10/- each
4% non cumulative non convertible redeemable preference shares 39,75,000 39.75 39,75,000 39.75
12% non cumulative non convertible redeemable preference shares 50,000 0.50 50,000 0.50
12% redeemable preference shares 25,000 0.25 25,000 0.25
7% non cumulative non convertible redeemable preference shares 34,00,000 34.00 34,00,000 34.00
Total 865.25 865.25
Issued, subscribed & paid up shares (in nos.)
Equity shares of ₹10/- each fully paid up 2,90,03,525 290.04 2,90,03,525 290.04
Total issued, subscribed and fully paid up capital 290.04 290.04
a. Reconciliation of the equity shares at the beginning and at the end of the year
(₹ in Millions)
As At As At
Reconciliation 31st March, 2025 31st March, 2024
No. of Shares Amount No. of Shares Amount
Shares outstanding at the beginning of the year 2,90,03,525 290.04 2,90,03,525 290.04
Shares issued during the year - - - -
Shares bought back during the year - - - -
Shares outstanding at the end of the year 2,90,03,525 290.04 2,90,03,525 290.04
b. Rights, preferences and restrictions attached to equity shares
The company has only one class of equity shares having a par value of ₹ 10 per share. Each holder of equity shares is entitled to one vote per share, where voting is held by show of hands. In case
of poll each holder of equity share is entitled to number of votes against number of shares held.
In the event of liquidation of the company, the holders of equity shares will be entitled to receive remaining assets of the company, after distribution of all preferential amounts. The distribution will be
in proportion to the number of equity shares held by the equity share holders.
c. Equity shares held by holding company / entity :
As at 31st March, 2025 As at 31st March, 2024
Name of the shareholder
No. of Shares Amount No. of Shares Amount
Anand Automobiles (Partnership Firm) 2,84,30,192 284.30 2,84,30,192 284.30
d. Details of shareholders holding more than 5% equity shares in the company:
Name of the shareholder As at 31st March, 2025 As at 31st March, 2024
No. of Shares % of Holding No. of Shares % of Holding
Anand Automobiles (Partnership Firm Through its Partners) 2,84,30,192 98.02% 2,84,30,192 98.02%
e. Details of shares held by promoters
Promoter name As at 31st March, 2025 As at 31st March, 2024 % Change in the
No. of Shares % of Total Shares No. of Shares % of Total Shares Year
Anand Automobiles (Partnership Firm Through its Partners) 2,84,30,192 98.02% 2,84,30,192 98.02% -
Anfilco Limited 5,73,333 1.98% 5,73,333 1.98% -
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Asia Investments Private Limited

Notes to Financial Statement for the Year ended 31st March, 2025

Note No.17 Other Equity

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(₹ in Millions)
As At As At
Particulars
31st March, 2025 31st March, 2024
(i) Capital reserve 65.48 65.48
(ii) Securities premium 69.78 69.78
(iii) Other reserves
Capital redemption reserve 102.18 102.18
General reserve 28.11 28.11
(iv) Retained earnings 8,427.97 7,245.59
8,693.52 7,511.14
Capital reserve (A)
Opening balance 65.48 65.48
Add: Addition / (deletion) - -
Closing balance 65.48 65.48
Capital redemption reserve (B)
Opening balance 102.18 102.18
Add: Addition / (deletion) - -
Closing balance 102.18 102.18
Securities premium (C)
Opening balance 69.78 69.78
Add: Addition / (deletion) - -
Closing balance 69.78 69.78
General Reserve (D)
Opening balance 28.11 28.11
Add: Addition / (deletion) - -
Closing balance 28.11 28.11
Retained Earnings (E)
Opening balance 7,245.59 6,713.37
Add : Profit / (loss) for the year 1,983.24 958.68
Add : Other comprehensive income arising from re-measurement
11.14 10.54
of defined benefit obligation (Net of taxes)
Less : Interim dividend paid (812.00) (437.00)
Closing balance 8,427.97 7,245.59
Total other equity (A+B+C+D+E) 8,693.52 7,511.14
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*The board of directors of the company during the current year at their meetings held on 10th September, 2024 had declared interim dividend of ₹ 812.00 Million (₹ 28 per share). The interim dividend was paid to the shareholders before 31st March, 2025.

Nature and purpose of other equity

(i) Capital reserve

Capital Reserve was created under the previous GAAP out of the profit earned from a specific transaction of capital nature. Capital Reserve is not available for the distribution to the shareholders.

(ii) Securities premium

Securities premium reserve is used to record the premium on issue of shares. The reserve will be utilised in accordance with provisions of the Companies Act 2013.

(iii) Other reserves

Capital redemption reserve

Capital Redemption Reserve under the previous GAAP was created on account of redemption of preference shares capital. Capital redemption reserve is not available for the distribution for the shareholders.

General reserve

General Reserve under the previous GAAP was created on account of amalgamation. The reserve is available for distribution to shareholders.

(v) Retained earnings

Retained earnings or accumulated surplus represents total of all profits retained since Company’s inception. Retained earnings are credited with current Year profits, reduced by losses, if any, dividend payouts, transfers to General reserve or any such other appropriations to specific reserves.

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Notes to Financial Statement for the Year ended 31st March, 2025

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Note No.18 Interest income
(₹ in Millions)
Year Ended Year Ended
Particulars
31st March, 2025 31st March, 2024
18 Interest income from financial assets carried at amortised cost
- Interest on fixed deposits with banks 24.59 24.08
- Interest on inter corporate deposits 44.92 25.74
Total 69.51 49.82
Note No.19 Net Gain on fair value changes
(₹ in Millions)
Year Ended Year Ended
Particulars
31st March, 2025 31st March, 2024
19 Net gain on fair value changes
Net gain on financial instruments at fair value through
profit or loss
Investments in preference shares 2.10 0.45
Total 2.10 0.45
Fair value changes
Realized - -
Unrealized 2.10 0.45
2.10 0.45
Note No.20 Other income
(₹ in Millions)
Year Ended Year Ended
Particulars
31st March, 2025 31st March, 2024
20 Other income
Interest income from financial assets carried at amortised cost
- Interest on staff loan 0.16 0.54
- Interest on security deposits 0.45 0.04
Rental income 3.19 3.19
Income arising from fair valuation of financial guarantee 3.99 5.09
Net gain on derecognition of property, plant & equipment 0.38 -
Net gain on foreign currency transaction & translation 2.23 0.23
Interest on income tax refund 0.56 1.53
Other non-operating income 0.05 -
Total 11.01 10.62
Note No.21 Finance costs
(₹ in Millions)
Year Ended Year Ended
Particulars
31st March, 2025 31st March, 2024
21 Interest expense on financial liabilities measured at amortised cost
-On lease liability 1.20 1.10
Interest on income tax 1.68 -
Bank charges 0.17 0.31
Total 3.05 1.41
Note No.22 Employee benefits expense
(₹ in Millions)
Year Ended Year Ended
Particulars
31st March, 2025 31st March, 2024
22 Employee benefits expenses
Salaries, wages and bonus 76.17 131.10
Contribution to provident and other funds 4.58 19.92
Staff welfare expenses 1.46 1.25
Total 82.21 152.27
Note No.23 Depreciation and amortisation expenses
(₹ in Millions)
Year Ended Year Ended
Particulars
31st March, 2025 31st March, 2024
23 Depreciation and amortisation expenses
Depreciation on property, plant and equipment 21.88 19.66
Amortisation of intangible assets 0.01 0.01
Depreciation on investment property 0.42 0.42
Depreciation on right of use asset 15.55 10.23
Total 37.86 30.32
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Notes to Financial Statement for the Year ended 31st March, 2025

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Note No.24 Other expenses
(₹ in Millions)
Year Ended Year Ended
Particulars
31st March, 2025 31st March, 2024
24 Other expenses
Business promotion 13.35 10.47
Auditor's remuneration (Refer note no.29) 2.50 2.50
Communication costs 2.16 2.17
Insurance 3.96 2.84
Legal & professional 127.95 55.85
Net loss on derecognition of property, plant & equipment - 0.11
Loss on sale of investment - 219.89
Printing & stationery 0.23 0.33
Rent 9.11 8.73
Allowance for expected credit loss 4.05 -
Bad Debt Written Off 2.75 -
- - -
Less: Provision for Expected Credit Allowance (2.75)
Rates and taxes 4.76 2.02
Electricity and water charges 2.56 1.42
Repair & maintenance
Building 4.74 0.48
Others 52.50 42.65
Travelling and conveyance 62.04 49.24
Miscellaneous expenses 7.46 5.89
Total 297.37 404.59
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Notes to Financial Statement for the Year ended 31st March, 2025

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Note No.25 Income taxes
(₹ in Millions)
Year Ended Year Ended
Particulars
31st March, 2025 31st March, 2024
(a) Tax Expense recognised in Statement of Profit and loss
Current Tax
In respect of the current year 383.08 221.39
In respect of the earlier years 0.14 (1.60)
383.22 219.79
Deferred Tax
In respect of the current year 2.10 (38.74)
Total Tax expense charged / (credited) in statement of Profit
385.32 181.05
and loss
(b) Tax Expense recognised in Other Comprehensive Income (OCI)
In respect of the current year (3.74) (3.55)
The Income tax expenses for the year can be reconciled to the
(c)
accounting profit as follows:
Profit/(Loss) before tax 2,368.56 1,139.73
Applicable tax rate 25.17% 25.17%
Income tax expense calculated 596.12 286.85
Effect of earlier year tax 0.14 (1.60)
- -
Effect of expenses not deductible in determining taxable profit
Effect of other adjustments (210.94) (104.20)
Total Tax expense charged / (credited) in statement of Profit
385.32 181.05
and loss
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Asia Investments Private Limited

Notes to Financial Statement for the Year ended 31st March, 2025

Note No. 26 Earning Per Share (EPS)

Note No.27 Note No. 28 A.	(₹ in Millions) Year Ended Year Ended 31st March, 2025 31st March, 2024 Net profit after Tax Profit / (loss) attributable to the equity shareholders 1,983.24 958.68 Basic / weighted average number of equity shares outstanding during the year 2,90,03,525 2,90,03,525 Earning per share (in ₹) - Basic 68.38 33.05 - Diluted 68.38 33.05 Nominal value of equity shares (in ₹) 10.00 10.00 Transfer to Investors Education and Protection Fund Particulars Details of instances of delay in transferring amounts, required to be transferred to investors education and protection fund are as below. The required amount along with additional fees was not paid till the signing of these financial statements.
	Nature of amount Due Date Date of Payment Amount in ₹ Millions Unclaimed fractional share consideration 30-Sep-22 NA 1.67
	Disclosure required as per Section 186(4) of Companies Act, 2013 The amount of Loans/ Advances in nature of loans outstanding from subsidiaries: (₹ in Millions) Balance as at Balance as at 31st March, 2025 31st March, 2024 1) Anand Automotive Private Limited 502.40 502.40 440.92 440.92 Inter Corporate Deposit (ICD) utilized for Working Capital Finance and general corporate purposes carrying interest @ 10.75% p.a. ( PY 10.75% p.a) 2) Anevolve Headspring Private Limited 100.57 100.57 - - Inter Corporate Deposit (ICD) utilized for Working Capital Finance and general corporate purposes carrying interest @ 10.50% p.a. ( PY N.A.) 3) Sujan Luxury Hospitality Private Limited 38.28 20.47 21.21 17.75 (Inter Corporate Deposit (ICD) utilized for Working Capital Finance and general corporate purposes carrying interest @ 10.75% p.a. ( PY 9.75% p.a) 4) Anevolve Mando Emobility Private Limited (formerly known as Anand Mando Emobility Private Limited) - - 60.03 - (Inter Corporate Deposit (ICD) utilized for Working Capital Finance and general corporate purposes carrying interest @ 10.75% p.a. ( PY 10.75% p.a) 5) Anevolve Private Limited (formerly known as Anand EV Solutions Private Limited) 196.87 196.87 345.36 9.23 (Inter Corporate Deposit (ICD) utilized for Working Capital Finance and general corporate purposes carrying interest @ 10.75% p.a. ( PY 10.75% p.a) 6) Chakratec International Private Limited 8.87 8.87 3.21 3.21 (Inter Corporate Deposit (ICD) utilized for Working Capital Finance and general corporate purposes carrying interest @ 10.75% p.a. ( PY 10.75% p.a) 7) Anchemco India Private Limited 449.98 449.98 645.70 192.45 (Inter Corporate Deposit (ICD) utilized for Working Capital Finance and general corporate purposes carrying interest @ 10.00% p.a. ( PY N.A.) 8) HL Anand Automotive Parts Private Limited 0.09 - 9.07 0.09 (Inter Corporate Deposit (ICD) utilized for Working Capital Finance and general corporate purposes carrying interest @ 10.75% p.a. ( PY N.A.) 9) NFW Productions Private Limited (formerly known as Sujan Art Private Limited) 14.44 0.61 6.87 6.87 (Inter Corporate Deposit (ICD) utilized for Working Capital Finance and general corporate purposes carrying interest @ 10.75% p.a. ( PY 10.75% p.a) 10) Forest Friendly Camps Private Limited 96.27 96.27 - - (Inter Corporate Deposit (ICD) utilized for Working Capital Finance and general corporate purposes carrying interest 31st March, 2025 31st March, 2024 Name of Parties Maximum amount outstanding Maximum amount outstanding

• @ 10.75% p.a. ( PY N.A.)

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Asia Investments Private Limited

Notes to Financial Statement for the Year ended 31st March, 2025

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B. Investment
Refer note no. 6 - Investments
C. Details of guarantees issued by the companies are as follows: (₹ in Millions)
Balance as at Balance as at
Guarantees outstanding, given on behalf Purpose 31st March, 2025 31st March, 2024
Anand Automotive Private Limited Against Bank Borrowing - 193.25
Forest Friendly Camps Private Limited Against Bank Borrowing 75.00 18.44
Desert Friendly Camps Private Limited Against Bank Borrowing 57.12 49.20
Anand I Power Limited Against Bank Borrowing 137.50 189.10
Anevolve Mando Emobility Private Limited
(formerly known as Anand Mando Emobility Private Against Bank Borrowing 630.41 752.06
Limited)
Anevolve Private Limited
To Secure Car Loan 13.63 17.47
(formerly known as Anand EV Solutions Pvt Ltd)
Total 913.66 1,219.52
Corporate Guarantee given to Financial Institutions / Bank in respect of financial assistance availed by subsidiaries, joint venture of the company and other corporate.
Guarantees given by the company on behalf of a subsidiaries, joint venture of the company and other corporate is not considered as prejudicial to the interest of the company as it provides
opportunities for growth and increase in operations.
Note No.29 Auditors Remuneration (₹ in Millions)
Year Ended Year Ended
Particulars
31st March, 2025 31st March, 2024
Statutory audit fee 2.50 2.50
Total 2.50 2.50
Note No.30 Revenue from contracts with customers
(₹ in Millions)
Year Ended Year Ended
a. Disaggregated revenue information 31st March, 2025 31st March, 2024
Type of services
Sale of services
- Professional Fees 305.38 332.05
Total 305.38 332.05
Geographical markets
India 305.38 332.05
Outside India - -
Total 305.38 332.05
Timing of revenue recognition
Services transferred at a point of time - -
Services transferred over time 305.38 332.05
Total 305.38 332.05
As At As At
b. Trade receivables and Contract Customers
31st March, 2025 31st March, 2024
Trade Receivables 79.12 90.33
Total 79.12 90.33
A single largest customer has total share in revenue for the year ended 31st March, 2025 : 100.00% ( 31st March, 2024 : 100.00%) and in receivables as at 31st March, 2025 100% (31st March,
2024 100%)
Note No.31 Leases
(₹ in Millions)
Balance as at Balance as at
Particulars
31st March, 2025 31st March, 2024
Assets
Right of use assets 29.82 6.48
Total Assets 29.82 6.48
Liabilities
Lease liability (Non current) 7.20 -
Lease liability (Current) 21.08 6.54
Total Liability 28.28 6.54
Movement of lease liabilities (₹ in Millions)
Balance as at Balance as at
Particulars
31st March, 2025 31st March, 2024
Balance at the beginning of the year 6.54 16.99
Finance cost accrued during the year 1.20 1.10
Creation of lease liability 37.09 -
Payment of lease liability (16.55) (11.55)
Balance at the end of the year 28.28 6.54
Impact on the statement of profit or loss (increase / (decrease) ) (₹ in Millions)
Year Ended Year Ended
Particulars
31st March, 2025 31st March, 2024
Depreciation expense 15.55 10.23
Rent expense & direct lease expenses (included in other expenses) 9.11 8.73
Finance cost 1.20 1.10
Loss / (profit) for the year 25.86 20.06
Rental Expense recorded for short-term leases, under Ind AS 116, during the year ended 31st March, 2025 is ₹9.11 Millions and ₹8.73 Millions for the year ended 31st March, 2024.
The total cash outflow for leases during the year ended 31st March, 2025 is ₹25.66 Millions and ₹20.28 Millions for the year ended 31st March, 2024.
Year Ended Year Ended
Particulars
31st March, 2025 31st March, 2024
Short Term Leases 9.11 8.73
Leases of low value assets - -
Total 9.11 8.73
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Asia Investments Private Limited

Notes to Financial Statement for the Year ended 31st March, 2025

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Note No.32 Contingent Liabilities (₹ in Millions)
As At As At
Particulars
31st March, 2025 31st March, 2024
Income tax matters under appeal * 350.24 354.16
EPFO matters under appeal ** 0.26 0.26
Total 350.50 354.42
Income tax matters are related to the appeals pending at various levels of income tax authorities from AY 2010-11 to AY 2018-19 and manual rectifications in the process of being filled
Related to damages imposed by Employees' Provident Fund Organisation commissioner against which writ petition has been filled with Hon’ble High Court
Note No. 33 Capital Commitments (₹ in Millions)
As At As At
Particulars
31st March, 2025 31st March, 2024
Estimated amount of contracts remaining to be executed on capital account (net of advances) - -
Total - -
Note No. 34 Expenditure on corporate social responsibility (CSR)
(₹ in Millions)
Particulars 31st March, 2025 31st March, 2024
Amount deposited in Specified Fund of Sch. VII within 6 months - -
Amount required to be spent by the company during the year - -
Amount spent during the year :
i) Construction /acquisition of any asset - -
ii) On purpose other than (i) above - 4.84
Amount approved by the Board to be spent during the year - -
Total of previous years shortfall - -
Reason for shortfall NA NA
Promoting education, Ensuring Promoting education, Ensuring
Environmental Sustainability, Environmental Sustainability,
Rural Development, Enhancing Rural Development, Enhancing
Nature of CSR activities Vocational Skills among Vocational Skills among
Women Women
Details of related party transactions - -
Contribution to trust - 4.84
(₹ in Millions)
Particulars 31st March, 2025 31st March, 2024
Opening Balance - 4.84
Amount deposited in Specified Fund of Sch. VII within 6 months - 4.84
Amount required to be spent during the year - -
Amount spent during the year
From the Company's Bank Account / Implementing Agency - -
From Separate CSR Unspent account - 4.84
Closing Balance - -
Note No. 35 Employee benefit plans
(i) Defined contribution plans
The Company has recognised, in the statement of profit and loss for the year ended 31st March, 2025 an amount of ₹ 1.68 Million. (31st March, 2024 ₹ 2.28 Million) as expenses under defined
contribution plans. Expenses under defined contribution plans include:
Year Ended Year Ended
Particulars 31st March, 2025 31st March, 2024
(a) Employer's contribution to provident fund 1.49 2.05
(b) Employer's contribution to national pension scheme 0.19 0.23
Total 1.68 2.28
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Contribution to approved superannuation scheme which is a defined Contribution scheme is through employees Trust which in turn has taken a superannuation policy with Life Insurance Corporation of India who charge premium for the policy taken. The premium is charged to statement of Profit & Loss. No Actuarial valuation is required in the view that the liability is restricted by the way of premium paid to LIC.

(ii) Defined benefit plans

Gratuity

The Company provides for gratuity for employees in India as per the Payment of Gratuity Act, 1972. The scheme provides for of an amount equivalent to 15 days salary payable for each completed year of service or part thereof in excess of six months. Vesting occurs upon completion of 5 years of service.

The company makes annual contribution to the Life Insurance Corporation of India, a funded defined benefit plan for eligible employees. The scheme provides for lump sum payment to vested employees at retirement, death while in employment or on termination of employment.

The present value of the defined benefit obligation and the related current service cost were measured using Projected Unit Credit Method with actuarial valuations being carried out at each balance sheet date.

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Asia Investments Private Limited

Notes to Financial Statement for the Year ended 31st March, 2025

• (a) The principal assumptions used for the purposes of the actuarial valuations were as follows:

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(₹ in Millions)
As At As At
Particulars
31st March, 2025 31st March, 2024
Discount Rate(s) 6.70% 7.20%
Expected return on plan assets 6.70% 7.20%
Salary escalation 14.00% 14.00%
Retirement age 60 Years 60 Years
Mortality tables IALM IALM
2012-14 ult. 2012-14 ult.
Attrition (%) - All ages 10.00% 10.00%
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These assumptions were developed by management with the assistance of independent actuarial appraisers. Discount factors are determined close to each year-end by reference to government bonds and that have terms to maturity approximating to the terms of the related obligation. Other assumptions are based on management’s historical experience.

(b) Amounts recognised in Statement of Profit and Loss under employee benefits expenses :

(c) (d)	Current Service Cost Net Interest cost Expenses recognised in statement of profit and loss Amount recognised in the other comprehensive income Remeasurement on the net defined benefit liability (assets) - Return on plan assets (excluding amounts included in net interest expense) - Actuarial (gains) / losses arising from changes in financial assumptions - Actuarial (gains) / losses arising from experience adjustments Amount recognised in the other comprehensive income Reconciliation of the present value of defined benefit obligation and the fair value of the plan assets: Present value of defined benefit obligation Fair value of plan assets Net liability / (asset) of defined benefit obligation Particulars Particulars Particulars	(₹ in Millions) Year ended Year ended 31st March, 2025 31st March, 2024 2.64 4.51 0.26 1.16 2.90 5.67 (₹ in Millions) Year ended Year ended 31st March, 2025 31st March, 2024 (0.34) (0.37) 1.91 0.73 (16.45) (14.45) (14.88) (14.09) (₹ in Millions) Year ended Year ended 31st March, 2025 31st March, 2024 45.54 53.78 52.57 48.82 (7.03) 4.96

(e) (f) (g)	Reconciliation of opening and closing balances of the present value of the defined benefit obligation: Opening defined benefit obligation Current service cost Interest cost Remeasurement (gains) / losses - Actuarial (gains) / losses arising from changes in financial assumptions - Actuarial (gains) / losses arising from experience adjustments Closing defined benefit obligation Reconciliation of opening and closing balances of the plan assets: Plan assets at beginning of the year Expected return on plan assets Remeasurement gain/(loss): -Return on plan assets (excluding amounts included in net interest expense) Contribution by employer Actual benefits paid Plan assets at the end of the year Amount % Increase discount rate by 1% (41.84) -8.13% Decrease discount rate by 1% 49.78 9.30% Increase salary inflation by 1% 49.45 8.59% Decrease salary inflation by 1% (42.04) -7.70% Year ended 31st March, 2025 Particulars Particulars Significant actuarial assumptions for the determination of the defined obligation are discount rate, expected salary inc based on reasonably possible changes of the respective assumptions occurring at the end of the reporting year, while ho Particulars	(₹ in Millions) Year ended Year ended 31st March, 2025 31st March, 2024 53.78 58.88 2.64 4.51 3.66 4.11 1.91 0.73 (16.45) (14.45) 45.54 53.78 (₹ in Millions) Year ended Year ended 31st March, 2025 31st March, 2024 48.82 41.01 3.41 2.95 0.34 0.37 - 4.49 - - 52.57 48.82 (₹ in Millions) Amount % (50.33) -6.40% 57.74 7.36% 57.45 6.83% (50.50) -6.10% Year ended 31st March, 2024 rease. The sensitivity analyses below have been determined lding all other assumptions constant.

The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.

Furthermore, in presenting the above sensitivity analysis, the present value of the defined benefit obligation has been calculated using the projected unit credit method at the end of the reporting year, which is the same as that applied in calculating the defined benefit obligation liability recognised in the balance sheet.

GABRIEL INDIA LIMITED

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Asia Investments Private Limited

Notes to Financial Statement for the Year ended 31st March, 2025

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(h) Maturity profile of the defined benefit obligations :
(₹ in Millions)
Year ended Year ended
Particulars
31st March, 2025 31st March, 2024
(i) Weighted Average duration of the defined benefit obligation 7.56 years 7.71 years
(ii) Duration of defined benefit obligation(Discounted)
- Within next 12 months 5.86 5.50
- Between 1 - 5 years 8.96 8.34
- Beyond 5 years 30.72 27.99
'Total 45.54 41.83
(iii) Duration of defined benefit payments(Undiscounted)
- Within next 12 months 6.06 17.64
- Between 1 - 5 years 10.87 10.26
- Beyond 5 years 15.26 14.40
'Total 32.19 42.30
(i) Category of Plan Assets
(₹ in Millions)
Year ended Year ended
Particulars
31st March, 2025 31st March, 2024
Asset invested in insurance scheme with the Insurer 100% 100%
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• (j) Enterprise best estimate of contribution during next year is ₹ 2.70 Million.

Note No. 36 A. The Company is engaged in the activities of Core Investment Company (CIC) within the meaning of Core Investment Companies (Reserve Bank) Directions, 2016 as amended and satisfy all conditions to qualify as Core Investment Company at the year end. Further the Company hereby confirms that at the year-end it has not accessed any public funds, therefore it is eligible to be qualified as ‘Unregistered CIC’ and is not required to register with Reserve Bank of India under Section 45IA of the RBI Act, 1934 in terms of notification No. DNBS.PD221/ CGM (US) 2011 dated 5th January, 2011 and accordingly, the Company being an “Unregistered CIC” direction under “Core Investment Companies (Reserve Bank) Directions, 2016” are not applicable. The Company has also passed a Board Resolution dated 18th March, 2025 not to accept any public deposits in relevant financial year.”

B. The management further has confirmed:

• (i) That the holding entity has not accepted any public deposits during the year ended 31st March, 2025.

(ii) The company has given loans to its group companies in the ordinary course of business, which is also confirmed by a legal opinion obtained by the management that proviso (b) of section 185(1) of Companies Act, 2013 is applicable.

GABRIEL INDIA LIMITED

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Asia Investments Private Limited Notes to Financial Statement for the Year ended 31st March, 2025

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Note No. 37

Related party disclosure

(a) Name of related parties & their Relationships Nature of Relationship Name of Related Party I) HOLDING COMPANY/ ENTERPRISES Anand Automobiles ( A Partnership Firm) II) SUBSIDIARY COMPANIES Anand Automotive Private Limited Anand CY Myutec Automotive Private Limited Anand I-Power Limited Anevolve Mando Emobility Private Limited (formerly known as Anand Mando Emobility Private Limited) Anchemco India Private Limited Anevolve FAR India Private Limited Anevolve Private Limited (formerly known as Anand EV Solutions Private Limited) Asia Investments UK Private Limited Chakratec International Private Limited Desert Friendly Camps Private Limited Evcorp Mobility Private Limited Forest Friendly Camps Private Limited Gabriel India Limited Inalfa Gabriel Sunroof Systems Private Limited Sujan Luxury Hospitality Private Limited NFW Productions Private Limited ( formerly known as Sujan Art Private Limited) (w.e.f. 01 April 2024) III) JOINT VENTURES Anevolve Headspring Private Limited CY Myutec Anand Private Limited Dana Anand India Private Limited Faurecia Emissions Control Technologies India Private Limited Haldex Anand India Private Limited (formerly known as Haldex India Private Limited) Henkel Anand India Private Limited HL Anand Automotive Parts Private Limited HL Mando Anand India Private Limited (formerly known as Mando Automotive India Private Limited) Joyson Anand Abhishek Safety Systems Private Limited Mahle Anand Filter Systems Private Limited Mahle Anand Thermal Systems Private Limited Valeo Friction Materials India Private Limited IV) KEY MANAGERIAL PERSONNEL & THEIR RELATIVES Mrs Anjali Singh KMP Mr Jaisal Singh Relative of KMP Mr Charanjit Singh KMP Mr. Anshul Bhargava Company Secretary ENTERPRISES OVER WHICH KEY MANAGERIAL V) PERSONNEL & THEIR RELATIVES ARE ABLE TO Anchemco Anand LLP EXERCISE SIGNIFICANT INFLUENCE Anfilco Limited Ansysco Anand LLP Deep C Anand Educational Trust Deep C Anand Holdings Private Limited NFW Productions Private Limited ( formerly known as Sujan Art Private Limited) (upto 31 March 2024) S N S Foundation Sujan Tigers Polo Foundation Suján Indian Tigers Polo Private Limited

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(b) Transactions during the year
(₹ in Millions)
Enterprises owned or significantly
Particulars Subsidiaries Joint Ventures Key Management Personnel and their relatives influenced by key management
personnel or their relatives
31st March 2025 31st March 2024 31st March 2025 31st March 2024 31st March 2025 31st March 2024 31st March 2025 31st March 2024
Dividend income
Anand CY Myutec Automotive Private Limited - 23.55
Gabriel India Limited 321.37 238.19
Mahle Anand Filter Systems Private Limited 201.93 191.71
Dana Anand India Private Limited 491.11 410.07
Valeo Friction Materials India Private Limited - 116.00
Faurecia Emissions Control Technologies India Private Limited 39.03 -
Mando Automotive India Private Limited 391.81 229.60
Haldex Anand India Private Limited 24.00 19.20
Henkel Anand India Private Limited 931.80 67.04
Mahle Anand Thermal Systems Private Limited - 40.02
Professional income
Dana Anand India Private Limited 304.83 332.05
Professional fees expense
Deep C Anand Holdings Private Limited 0.03 0.03
Corporate guarantee commission
Forest Friendly Camps Private Limited 0.34 0.12
Desert Friendly Camps Private Limited 0.21 0.08
Interest income
Anand Automotive Private Limited 1.63 0.97
Forest Friendly Camps Private Limited 4.69 -
Sujan Luxury Hospitality Private Limited 2.08 2.26
Anevolve Mando Emobility Private Limited(formerly known as Anand Mando Emobility Private Limited) - 0.91
Anevolve Private Limited
(formerly known as Anand EV Solutions Private Limited) 8.50 17.90
Anand I-Power Limited - -
Anchemco India Private Limited 20.05 3.06
Anevolve Headspring Private Limited 7.07 -
Chakratec International Private Limited 0.62 0.13
HL Anand Automotive Parts Private Limited - 0.10
NFW Productions Private Limited
(formerly known as Sujan Art Private Limited) 0.27 0.41
Rental Income
Anand Automotive Private Limited 3.19 3.19
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Asia Investments Private Limited
Notes to Financial Statement for the Year ended 31st March, 2025
Short term employee benefits
Key Managerial Personnel 80.39 126.63
Post employment benefits
Key Managerial Personnel 3.72 2.38
Other long term benefits
Key Managerial Personnel 2.02 2.09
Rent paid
Anand Automotive Private Limited 0.45 0.45
Reimbursement of expenses paid
Anand Automotive Private Limited 0.03 -
Key Managerial Personnel - - 0.19 0.85
Desert Friendly Camps Private Limited 0.09 0.03
Forest Friendly Camps Private Limited 0.16 -
Deep C Anand Holdings Private Limited 0.05 -
Anchemco India Private Limited 0.11 -
Gabriel India Limited - 0.24
Payment made on behalf of
Key Managerial Personnel - 17.71
Guest house expenses
Anand Automotive Private Limited 0.08 0.06
Reimbursement of expenses recovered
Anand I-Power Limited 0.03 0.03
Anand Automotive Private Limited 4.15 2.95
Anand CY Myutec Automotive Private Limited 1.80 0.44
Ansysco Anand LLP - - 1.15 0.06
Sujan Luxury Hospitality Private Limited 18.36 1.26
Anevolve Mando Emobility Private Limited(formerly known as Anand Mando Emobility Private Limited) 1.97 0.74
Forest Friendly Camps Private Limited - 0.25
Desert Friendly Camps Private Limited - 0.11
Anevolve Headspring Private Limited 0.28 0.31
Anchemco India Private Limited 1.98 0.78
Chakratec International Private Limited 0.07 -
HL Anand Automotive Parts Private Limited 0.44 1.26
Inalfa Gabriel Sunroof Systems Private Limited 0.15 0.12
Key Managerial Personnel 0.08 -
Sujan Tigers Polo Foundation 7.37 -
NFW Productions Private Limited (formerly known as Sujan Art Private Limited) 3.37 -
Anevolve Private Limited
(formerly known as Anand EV Solutions Private Limited) 0.89 0.33
Gabriel India Limited 4.20 -
Suján Indian Tigers Polo Private Limited 8.42 -
Inter corporate deposit given
Anand Automotive Private Limited 500.00 440.05
Anevolve Mando Emobility Private Limited(formerly known as Anand Mando Emobility Private Limited) - 110.00
Sujan Luxury Hospitality Private Limited 20.10 -
Anand I-Power Limited - -
Forest Friendly Camps Private Limited 92.05 -
Anevolve Private Limited
(formerly known as Anand EV Solutions Private Limited) 180.00 314.10
Chakratec International Private Limited 5.10 3.10
Anevolve Headspring Private Limited 94.20 -
Anchemco India Private Limited 450.00 829.70
HL Anand Automotive Parts Private Limited - 9.00
NFW Productions Private Limited (formerly known as Sujan Art Private Limited) 8.37 - - 6.50
Inter corporate deposit received back
Anand Automotive Private Limited 440.00 200.05
Anevolve Mando Emobility Private Limited(formerly known as Anand Mando Emobility Private Limited) - 110.43
Sujan Luxury Hospitality Private Limited 19.25 5.50
NFW Productions Private Limited (formerly known as Sujan Art Private Limited) - - 14.87 -
Anevolve Private Limited (formerly known as Anand EV Solutions Private Limited) - 375.20
Anchemco India Private Limited 189.70 640.00
HL Anand Automotive Parts Private Limited 0.09 9.00
Refund of loans and advances given
Key Managerial Personnel 4.50 5.40
Sale of property plant and equipment
Key Management Personal - 0.23
HL Anand Automotive Parts Private Limited 0.89 -
Purchase of shares / investments made
Anevolve Mando Emobility Private Limited(formerly known as Anand Mando Emobility Private Limited) - 60.00
Anevolve Private Limited (formerly known as Anand EV Solutions Private Limited) - 258.00
Evcorp Mobility Private Limited - -
Chakratec International Private Limited - -
Anchemco India Private Limited - 231.00
Sujan Luxury Hospitality Private Limited - -
HL Anand Automotive Parts Private Limited - 58.70
Asia Investments UK Private Limited 324.87 110.33
NFW Productions Private Limited (formerly known as Sujan Art Private Limited) 14.20 - - -
Mr Jaisal Singh 0.02
Mrs Anjali Singh 0.02
Inalfa Gabriel Sunroof Systems Private Limited - 0.10
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Asia Investments Private Limited

Notes to Financial Statement for the Year ended 31st March, 2025

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Sale of shares
Anand Automotive Private Limited - 58.75
Anevolve Private Limited (formerly known as Anand EV Solutions Private Limited) - 60.94
Gabriel India Limited - 0.10
Security Deposit Given
Sujan Tigers Polo Foundation 112.00 -
Security Deposit Received Back
Sujan Tigers Polo Foundation 100.00 -
Corporate guarantees given
Forest Friendly Camps Private Limited 65.00 18.44
Desert Friendly Camps Private Limited 25.00 49.20
Anevolve Mando Emobility Private Limited(formerly known as Anand Mando Emobility Private Limited) 25.00 -
Transactions are reported including taxes.
(c) Balances at the end of year
(₹ in Millions)
Nature of Transaction Relationship Name of Related Party 31st March 2025 31st March 2024
Trade receivable Joint venture Dana Anand India Private Limited 79.12 90.33
Enterprises owned or significantly
Security deposits influenced by key management Sujan Tigers Polo Foundation 12.00 -
personnel or their relatives
Anand Automotive Private Limited - 1.38
Anand CY Myutec Automotive Private Limited 1.48 0.52
Anevolve Mando Emobility Private Limited(formerly known as Anand Mando Emobility Private Limited) 4.59 6.25
Anchemco India Private Limited 2.39 1.59
Inalfa Gabriel Sunroof Systems Private Limited 0.13 -
Evcorp Mobility Private Limited - 0.07
Subsidiaries Sujan Luxury Hospitality Private Limited 8.14 3.70
Anevolve Headspring Private Limited - 0.33
Anevolve Private Limited
4.30 4.12
Other financial asset (formerly known as Anand EV Solutions Private Limited)
NFW Productions Private Limited (formerly known as Sujan Art Private Limited) 0.13 -
Anand I Power Limited 0.38 0.24
Joint venture HL Anand Automotive Parts Private Limited 1.84 -
Forest Friendly Camps Private Limited 0.63 -
Enterprises owned or significantly Desert Friendly Camps Private LimitedMrs. Anjali Singh 21.880.23 0.10 4.81
influenced by key management Mrs Kiran D Anand 0.89 -
personnel or their relatives Ansysco Anand LLP 1.57 0.29
Anchemco Anand LLP 0.68 -
Subsidiaries Anand Automotive Private LimitedSujan Luxury Hospitality Private Limited 6.09- 0.43-
Other payable Enterprises owned or significantly
influenced by key management Deep C Anand Holdings Private Limited 0.05 -
personnel or their relatives
Anand Automotive Private Limited 502.40 440.92
Anevolve Private Limited
(formerly known as Anand EV Solutions Private Limited) 196.87 9.23
Chakratec International Private Limited 8.87 3.21
Subsidiaries Anchemco India Private Limited 449.98 192.45
Forest Friendly Camps Private Limited 96.27 -
Inter corporate deposits NFW Productions Private Limited (formerly known as Sujan Art Private Limited) 0.61
Sujan Luxury Hospitality Private Limited 20.47 17.75
Joint venture HL Anand Automotive Parts Private Limited - 0.09
Anevolve Headspring Private Limited 100.57 -
Enterprises owned or significantly influenced by key management NFW Productions Private Limited - 6.87
(formerly known as Sujan Art Private Limited)
personnel or their relatives
Loans and advances Key management personnel and their relatives Mrs Anjali Singh - 4.50
Other financial liabilities Key management personnel and their relatives Mr Charanjit SinghMr Jaisal Singh -- 0.518.60
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Asia Investments Private Limited

Notes to Financial Statement for the Year ended 31st March, 2025

Note 38: Analytical ratios

Note 38.1: Ratio

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% change from 31st
Particulars Units 31st March, 2025 31st March, 2024 March, 2024
to 31st March, 2025
Capital to risk weighted asset ratio Times 1.36 1.27 6.35%
Tier I CRAR Times 1.36 1.27 6.35%
Tier II CRAR Times NA NA NA
Liquidity coverage ratio Times 3.22 1.20 167.51%
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Note: The Company is a unregistered core investment company and accordingly above ratios have been disclosed

Note 38.2: Elements of ratio	(₹ in Millions)
Capital to risk weighted asset ratio Tier I CRAR Tier II CRAR Liquidity coverage ratio Ratios	Numerator Denominator Numerator Denominator 8,983.56 6,627.15 7,801.18 6,120.39 8,983.56 6,627.15 7,801.18 6,120.39 NA NA NA NA 291.68 90.61 103.48 86.00 31st March, 2024 31st March, 2025

Note 38.3: Consideration of element of ratio

i. Capital to risk weighted asset ratio:

ii. Tier I CRAR:

iii. Tier II CRAR:

iv. Liquidity Coverage Ratio:

Numerator = Tier I Capital + Tier II Capital Denominator = Risk weighted assets Numerator = Tier I Capital Denominator = Risk weighted assets Numerator = Tier II Capital Denominator = Risk weighted assets Numerator= High quality liquid assets Denominator= Net cash outflow

Note 38.4: Reasons for more than 25% increase/ (decrease) in above ratios
Particulars	Commentary for significant change in ratios
Capital to risk weighted asset ratio	Not significant
Tier I CRAR	Not significant
Tier II CRAR	Not significant
Liquidity coverage ratio	Variance is on account of increase in high quality liquid assets as compared to previous year due to substantial increase in dividend income

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Asia Investments Private Limited Notes to Financial Statement for the Year ended 31st March, 2025

Note No. 39

Financial Instruments

(a) Capital Management

The capital management objectives of the company are:

• to ensure that the company complies with externally imposed capital requirements and maintains strong credit, ratings and healthy capital ratios.

• to ensure the ability to continue as a going concern

• to provide an adequate return to shareholders.

Management assesses the capital requirements of the company in order to maintain an efficient overall financing structure. The company manages the capital structure and makes adjustments to it in the light of changes in economic conditions and the risk characteristics of the underlying assets.

(b) Financial risk management objective and policies

Financial assets and liabilities:

The accounting classification of each category of financial instruments, and their carrying amounts, are set out below:

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As at 31st March, 2025 (₹ in Millions)
Measured at Measured at Measured at Total
Financial Assets
amortised cost FVTOCI FVTPL Carrying Value
Cash and cash equivalents 268.45 - - 268.45
Other bank balances 23.23 - - 23.23
Trade receivables 79.12 - - 79.12
Loans 1,376.04 - - 1,376.04
Investments - - 95.15 95.15
Other financial assets 136.19 - - 136.19
1,883.03 - 95.15 1,978.18
Investment in equity shares of subsidiary and joint ventures carried at cost less impairment 6,155.73
Total financial assets 8,133.91
(₹ in Millions)
Measured at Measured at Measured at Total
Financial Liabilities
amortised cost FVTOCI FVTPL Carrying Value
Trade payables & other payables 77.85 - - 77.85
Lease liabilities 28.28 - - 28.28
Other financial liabilities 9.77 - - 9.77
115.90 - - 115.90
As at 31st March, 2024 (₹ in Millions)
Measured at Measured at Measured at Total
Financial Assets
amortised cost FVTOCI FVTPL Carrying Value
Cash and cash equivalents 88.48 - - 88.48
Other bank balances 15.00 - - 15.00
Trade receivables 90.33 - - 90.33
Loans 675.02 - - 675.02
Investments - - 93.05 93.05
Other financial assets 189.31 - - 189.31
1,058.14 - 93.05 1,151.19
Investment in equity shares of subsidiary and joint ventures carried at cost less impairment 5,816.05
Total financial assets 6,967.24
(₹ in Millions)
Measured at Measured at Measured at Total
Financial Liabilities
amortised cost FVTOCI FVTPL Carrying Value
Trade payables & other payables 44.59 - - 44.59
Lease liabilities 6.54 - - 6.54
Other financial liabilities 22.20 - - 22.20
73.33 - - 73.33
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(c) Risk management framework

The Company is exposed to market risk (including currency risk, interest rate risk and other price risk), credit risk and liquidity risk.

The objective of the Company’s risk management framework is to manage the above risks and aims to :

• improve financial risk awareness and risk transparency,

• identify, control and monitor key risks,

• provide management with reliable information on the Company’s risk exposure

• improve financial returns

(i) Market risk

Market risk is the risk that the fair value of financial instrument will fluctuate because of change in market price.

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Asia Investments Private Limited

Notes to Financial Statement for the Year ended 31st March, 2025

a) Foreign currency risk

The Company has international transactions and is exposed to foreign exchange risk arising from foreign currency transactions. Foreign exchange risk arises from recognized assets and liabilities denominated in a currency that is not the Company’s functional currency.

Foreign currency risk exposure:

Foreign currency risk exposure:
Particulars			31st March 2025			31st March 2024
		Amount in				Amount in
Financial Liabilities	Currency	Foreign		₹ in Millions		Foreign	₹ in Millions
		Currency				Currency
Security Deposits	GBP		0.02		2.21	0.02		2.03
Bank Balance	GBP		0.31		34.27	0.49		49.65
Trade Payable	GBP		0.01		1.11
Trade Payable	CHF		0.16		15.52	-			-
Trade Payable	CAD		0.12		7.16	-			-
Trade Payable	EURO		0.13		12.01	0.04		3.56
Total			0.75		72.28	0.55		55.24

Trade Payable Total EURO		0.13 0.75	12.01 72.28	0.04 0.55		3.56 55.24
Sensitivity
The sensitivity of profit or loss to changes in the exchange rates arises mainly from foreign currency denominated financial instruments.
Particulars		31st March 2025		31st March 2024
Increase by 5% - EURO			0.60			0.18
Increase by 5% - GBP			1.88			2.58
Increase by 5% - CHF			0.78			-
Increase by 5% - CAD			0.36			-
Decrease by 5% - EURO			(0.60)			(0.18)
Decrease by 5% - GBP			(1.88)			(2.58)
Decrease by 5% - CHF			(0.78)			-
Decrease by 5% - CAD			(0.36)			-

(ii) Liquidity risk

The Company requires funds both for short-term operational needs as well as for long-term investment needs.

The Company remains committed to maintaining a healthy liquidity, gearing ratio, deleveraging and strengthening the balance sheet. The maturity profile of the Company’s financial liabilities based on the remaining period from the date of balance sheet to the contractual maturity date is given in the table below. The figures reflect the contractual undiscounted cash obligation of the company.

- Trade payables & other payables - Lease liabilities - Other financial liabilities Total - Trade payables & other payables - Lease liabilities - Other financial liabilities Total Particulars Particulars	(₹ in Millions) <1 year Total 77.85 77.85 77.85 23.36 - - 30.64 28.28 9.77 9.77 9.77 110.98 118.26 115.90 (₹ in Millions) <1 year Total 44.59 44.59 44.59 6.74 - - - 6.74 6.54 22.20 22.20 22.20 73.53 73.53 73.33 As at 31st March, 2025 Carrying Amount As at 31st March, 2024 > 5 Years - - - - - - 7.29 Carrying Amount 1-3 Years 3-5 Years > 5 Years - - - - - - 1-3 Years 3-5 Years - 7.29 - - - -

(iii) Credit risk

Credit risk refers to the risk that a counterparty will default on its contractual obligations resulting in financial loss to the Company. The Company’s exposure to credit risk primarily arises from trade receivables, balances with banks and security deposits. The credit risk on bank balances is limited because the counterparties are banks with good credit ratings. The Company’s exposure and credit worthiness of its counterparties are continuously monitored.

The Company is exposed to credit risk in relation to financial guarantee given by the company on behalf of other entities. The company's maximum exposure in this regard is the maximum amount company could have to pay if the guarantee is called on 31st March, 2025 is ₹ 913.66 Million (31st March, 2024 ₹ 1,219.52 Million). These financial guarantees have been issued to banks. Based on the expectations at the end of year, the company considers likelihood of any claim under guarantee is remote.

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Asia Investments Private Limited

Notes to Financial Statement for the Year ended 31st March, 2025 Note No. 40

Fair Value Measurement

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(i) Financial assets and financial liabilities that are measurable at amortised cost are as under: (₹ in Millions) (₹ in Millions)
As At As At
Particulars
31st March, 2025 31st March 2024
Financial Assets
Cash and cash equivalents 268.45 113.65 88.48
Other bank balances 23.23 - 15.00
Receivables - trade receivables 79.12 63.94 90.33
Loans 1,376.04 1,070.90 675.02
Other financial assets 136.19 28.69 189.31
Total financial assets 1,883.03 1,058.14
Financial liabilities
Payables - Trade payables 72.75 29.58 37.50
- Other payables 5.10 9.93 7.09
Lease liabilities 28.28 1.18 6.54
Other financial liabilities 9.77 9.52 22.20
Total financial liabilities 115.90 73.33
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(ii) Fair value hierarchy of assets measured at fair value as at 31st March, 2025 and 31st March, 2024 are as follows:

Financial assets Investment in Preference Shares Anand I Power Limited Total Financial Assets Financial assets Investment in Preference Shares Anand I Power Limited Total Financial Assets Particulars Particulars	95.15 95.15 93.05 93.05 As At 31st March 2024 As At 31st March, 2025	(₹ in Millions) Level 1 Level 2 Level 3 95.15 - - 95.15 (₹ in Millions) Level 1 Level 2 Level 3 93.05 - - 93.05 Fair Value measurement at end of the year using Valuation Techniques (Based on Fair valuation report as per discounted cash flow method) Fair Value measurement at end of the year using Valuation Techniques (Based on Fair valuation report as per discounted cash flow method)

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Asia Investments Private Limited

Notes to Financial Statement for the Year ended 31st March, 2025

Note No. 41

Maturity analysis of assets and liabilities

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The table below shows an analysis of assets and liabilities analysed according to when they are expected to be recovered or settled
As At As At
Particulars 31st March, 2025 31st March, 2024
(₹ in Millions) (₹ in Millions)
Within 12 months After 12 months Total Within 12 months After 12 months Total
Assets
Financial assets
Cash and cash equivalents 268.45 - 268.45 88.48 - 88.48
Other bank balances 23.23 - 23.23 15.00 - 15.00
Receivables - trade receivables 79.12 - 79.12 90.33 - 90.33
Loans 1,279.77 96.27 1,376.04 675.02 - 675.02
Investments - 6,250.88 6,250.88 - 5,909.10 5,909.10
Other financial assets 119.46 16.73 136.19 175.21 14.10 189.31
Total financial assets 1,770.03 6,363.88 8,133.91 1,044.04 5,923.20 6,967.24
Non Financial assets
Current tax assets (net) - 273.87 273.87 - 220.35 220.35
Deferred tax asset (net) - 41.98 41.98 - 44.08 44.08
Property, plant and equipment - 623.67 623.67 - 643.26 643.26
Right of use assets - 29.82 29.82 - 6.48 6.48
Investment property - 15.04 15.04 - 15.46 15.46
Intangible assets - - - - 0.01 0.01
Other non-financial assets 24.04 8.38 32.42 15.13 23.05 38.18
Total non-financial assets 24.04 992.76 1,016.80 15.13 952.69 967.82
Liabilities
Financial liabilities
Payables
Trade payables
(i) total outstanding dues of micro enterprises and small enterprises - - - - - -
(ii) total outstanding dues of
creditors other than micro enterprises 72.75 - 72.75 37.50 - 37.50
and small enterprises
Other payables
(i) total outstanding dues of micro enterprises and small enterprises - - - - - -
(ii) total outstanding dues of
creditors other than micro enterprises 5.10 - 5.10 7.09 - 7.09
and small enterprises
Lease liabilities 21.08 7.20 28.28 6.54 - 6.54
Other financial liabilities 9.20 0.57 9.77 19.78 2.42 22.20
Total financial liabilities 108.13 7.77 115.90 70.91 2.42 73.33
Non-financial liabilities
Provisions 5.25 13.37 18.62 18.85 12.76 31.61
Other non-financial liabilities 32.63 - 32.63 28.94 - 28.94
Total non-financial liabilities 37.88 13.37 51.25 47.79 12.76 60.55
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Note No. 42

The Parliament of India has approved the Code on Social Security, 2020 (the Code) which may impact the contribution by the Company towards provident fund, gratuity and ESI. The Code have been published in Gazette of India however, the effective date has not yet been notified. The Company will assess the impact of the code when it comes into effect and will record any related impact in the period the Code becomes effective, if any.

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Asia Investments Private Limited

Notes to Financial Statement for the Year ended 31st March, 2025

Note No. 43

Other Statutory Information:

• (i) The Company does not have Benami Property, where any proceeding has been initiated or pending against the Company for holding any Benami property.

• (ii) The Company has not traded or invested in crypto currency or virtual currency during the financial year. (iii) The Company has not advanced or loaned or invested funds in any other person(s) or entity(ies) including foreign entities (Intermediaries) with the understanding that the intermediary shall:

• (a) Directly or indirectly lend or invest in other person(s) or entity(ies) identified in any manner whatsoever by or on behalf of the Company (Ultimate Beneficiaries) or

• (b) Provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries.

• (iv) The Company has not received any funds from any person(s) or entity(ies), including foreign entities (Funding Party) with the understanding (whether recorded in writing or otherwise) the Company shall:

• (a) Directly or indirectly lend or invest in other person(s) or entity(ies) identified in any manner whatsoever by or on behalf of the Funding Party Company (Ultimate Beneficiaries) or

• (b) Provide any guarantee, security or the like to or on behalf of the ultimate beneficiaries.

• (v) The Company does not have any such transaction which is not recorded in the books of accounts that has been surrendered or disclosed as income during the year in the tax assessments under the Income Tax Act 1961 (such as search, survey or any other relevant provisions of the Income Tax Act, 1961.

• (vi) The company has no transaction with companies struck off under sec 248 of the Companies Act, 2013.

• (vii) The company has not been declared wilful defaulter by any bank or financial institution or other lender. (viii) The Company has not granted any Loans or Advances in the nature of loans to promoters, directors, KMPs and the related parties (as defined under Companies Act, 2013), which is repayable on demand or without specifying any terms or period of repayment except as disclosed in note 28.

• (x) The Company has not revalued its intangible assets, hence its disclosure requirement as to whether the revaluation is based on the valuation by a registered valuer as defined under rule 2 of Companies (Registered Valuers and Valuation) Rules, 2017 is not applicable.

• (xi) The interim dividend declared and paid by the Company during the year and until the date of this report is in compliance with section 123 of the Act.

• (xii) The company has not taken any borrowings during the period and hence no quarterly returns or statements of current assets was filed by the company with banks or financial institutions.

• (xiii) The company has not defaulted in the repayment of borrowings and interest thereon.

Note No. 44

Title deed of Immovable property not held in the name of the Company

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Whether title deed
Title deeds held in holder is a promoter, Reason for not being
Relevant Line item in the Balance sheet Description of item Gross Carrying the name of Director, or relatives Property held since held in the name of
of Property Value of promoter/ director which date
Company the company
or employee of
promoter /director
The deed of
Investment Property Land and Building 17.96 Anchemco Limited No 01-Apr-22 conveyance is in the
erstwhile name of
Property, Plant and Equipment Leasehold Building 0.69 Anchemco Limited No 01-Apr-22 subsidiary which had
amalgamated with the
Free Hold Land and Gaskets India
Property, Plant and Equipment Building 3.88 [Victor] Limited No 01-Apr-22 company
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Note No. 45

The previous year figures have been regrouped, rearranged, wherever necessary to make them comparable with those of the current year.

As per our report of even date attached For SCV & Co. LLP Chartered Accountants Firm Registration Number 000235N / N500089

SUNNY Digitally signed by SUNNY SINGH Date: 2025.06.26 SINGH 18:21:47 +05'30' Sunny Singh Partner Membership No. 516834

Place : New Delhi Dated: 26th June, 2025

For and on behalf of the Board of Directors ASIA INVESTMENTS PRIVATE LIMITED

Deepak Digitally signed by Deepak Chopra Date: 2025.06.26 Charanj Digitally signed by Charanjit Singh Date: 2025.06.26 Chopra 16:15:36 +05'30' it Singh 16:22:18 +05'30' Deepak Chopra Charanjit Singh Director Director DIN 00028770 DIN 00017872

Anshul Bhargava Digitally signed by Anshul Bhargava Date: 2025.06.26 17:56:44 +05'30' Anshul Bhargava Company Secretary M.No. ACS15731

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AIPL

ANAND>>

• (g) Creditors - No arrangement or compromise with creditors.

• (h) Debenture Holders- Not Applicable, as the Company has not issued any Debentures.

• (i) Debenture Trustee - Not Applicable.

• (j) Employees of the Transferee Company -Upon the Scheme coming into effect, all the Employees of the Transferee Company pertaining to the Demerged Undertaking in service shall be deemed to have become the Employees of the Resulting Company, without any break or interruption in service on effectiveness of the Scheme. There would be no impact or change on the employees of the Transferee Company.

• iv. In the opinion of the Board, the said Scheme will be of advantage and beneficial to the Transferee Company, its Shareholders, Creditors and other Stakeholders and the terms thereof are fair and reasonable. It is for these reasons that the Board of Directors of the Transferee Company approved the Scheme at their meeting held on 30 [th ] June, 2025.

For and on behalf of

The Board of Directors of Asia Investments Private Limited Ch? / Chairman DIN: 00017872

Place: New Delhi Date: 14.01.2026

Regi.stered Office 29th Milestone, Pune Nashik Highway Taluka Khed, Village, Kuruli, Punc, Khed, Maharashtra, India, 410501

CIN:U70200PN1966PTC249503

Corporate Office

ASIA INVESTMENTS PRIVATE LIMITED 1, Sri Aurobindo Marg, Hauz Khas. New Delhi 110 016 India T: +91 11 26564542. 26564666 F: +91 11 26866040, 26866444 www.anandgroupindia.com

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Annexure - 11A

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The Audit Committee/ The Board of Directors Gabriel India Limited

29th Milestone, Pune-Nashik Highway Village Kuruli, Taluka Khed Pune-410501

Dated: 30 June 2025

Re: Report on recommendation of fair equity share exchange ratio for demerger of the Automotive Undertaking (as defined hereinafter) of Asia Investments Private Limited (‘Demerged Company’) into the Gabriel India Limited (‘Resulting Company’);

Dear Sir / Madam,

We refer to our engagement letter whereby KPMG Valuation Services LLP (‘KPMG’ or ‘we’ or ‘us’ or ‘our’ or ‘Valuer’) has been appointed by Gabriel India Limited, to recommend value per share for equity share swap (“Share Exchange Ratio”) in connection with the Proposed Demerger (defined hereinafter) pursuant to the Draft Composite Scheme of Arrangement (the ‘Scheme’) between Anchemco India Private Limited, Asia Investments Private Limited, Gabriel India Limited, and their respective shareholders.

Gabriel India Limited is hereinafter referred to as ‘Client’ or ‘Company’ or the “Resulting Company”.

The Share Exchange Ratio for this Report refers to the number of equity shares of the Resulting Company which would be issued to the equity shareholders of the Demerged Company (defined hereinafter) pursuant to the transfer and vesting of the Demerged Undertaking (defined hereinafter) by the Demerged Company into the Resulting Company.

This Report providing a recommendation of the Share Exchange Ratio for the Proposed Demerger (‘Share Exchange Ratio Report’ or ‘Valuation Report’ or ‘Report’) with 30 June 2025 as the Valuation Date is our deliverable for the current engagement. For the purpose of this valuation, the valuation is based on ‘Going Concern’ premise.

BACKGROUND

Anchemco India Private Limited (formerly known as Andasia Private Limited) (the ‘Transferor Company’) was incorporated as a private limited company under the provisions of the Companies Act, 2013, on 17th December 2022, vide Corporate Identity Number (CIN) U34103DL2022PTC408512, having registered office at 1 Aurobindo Marg, Hauz Khas, New Delhi, India - 110016. The Transferor Company is engaged in the manufacture and supply of brake fluids, radiator coolants, diesel exhaust fluids / ad-blue, and products include Polyurethane (PU) and Polyvinyl Chloride (PVC) adhesives primarily for filtration products and sound insulation applications. The Transferor Company is fully held by the Transferee Company / Demerged Company and its wholly owned subsidiary. The Transferor Company is under the process of shifting its registered office from Delhi to the State of Maharashtra.

Asia Investments Private Limited (the ‘Transferee Company’ for Part C of the Scheme and the ‘Demerged Company’ for Part D of the Scheme), was incorporated as a private limited company under the provisions of the erstwhile Companies Act, 1956, on 25th January, 1966, vide Corporate Identity Number (CIN) U70200MH1966PTC206200, having registered office at Anand Business Centre, 10 Prasad Chambers, Opera House, Mumbai, Maharashtra, India - 400004. The Transferee Company / Demerged Company is primarily engaged in making investments in subsidiaries / joint ventures and providing management advisory services

Gabriel India Limited (the ‘Resulting Company’) was incorporated as a public limited company under the provisions of the erstwhile Companies Act, 1956, on 24th February 1961, vide Corporate Identity Number (CIN)

ISO Certifications: ISO 14001:2015-Environmental Management KPMG Valuation Services LLP, an Indian Limited KPMG Valuation and Services [a Registered Office: System, ISO 45001:2018-Occupational Health & Safety Management liability partnership and a member firm of KPMG partnership firm with 8[th] Floor, Building-10, Tower-C, System, ISO 22301:2019-Business Continuity Management System, ISO global organization of independent member firms Registration No. 414] converted into DLF Cybercity Phase-II, 27001:2022-Information Security Management System, ISO affiliated with KPMG International Limited, a private Limited Liability Gurugram, Haryana 122002 27017:2015-Cloud Security Management System, ISO 27701:2019- English company limited by guarantee Partnership with LPP Registration No. Personal Information Management System and ISO 20000-1:2018- AAP-2732, Information Technology System Management With effect from May 13,2019

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L34101PN1961PLC015735, having registered office at 29th Milestone, Pune-Nashik Highway, Kuruli, Khed, Pune, Maharashtra, India - 410501. The Resulting Company is engaged in the business of manufacture and distribution of ride control products catering to all segments in the automotive industry. The equity shares of the Resulting Company are listed on BSE Ltd and National Stock Exchange of India Limited. It is a subsidiary of the Transferee Company / Demerged Company.

‘Demerged Undertaking’ or ‘Automotive Undertaking’ means entire business undertaking, on a going concern basis, in relation to the Demerged Company, engaged in the business of automobile products, including the business of the Transferor Company vested in the Transferee Company / Demerged Company pursuant to the Amalgamation in accordance with Part C of the Scheme, along with all the related assets, identified investments, liabilities and obligations, of whatsoever nature and kind, of the Demerged Company belonging to, or forming part of, or relating or appertaining to, or attributable to the Demerged Undertaking of Demerged Company, including specifically the following:

Investments of the Demerged Company in Dana India Private Limited, Henkel Anand India Private Limited and Anand CY Myutec Automotive Private Limited but shall exclude investment of the Demerged Company in the Resulting Company and any other investments of the Demerged Company not specified in the Scheme.

SCOPE AND PURPOSE OF THIS REPORT

We understand that the management of Resulting Company (‘Management’) is evaluating a Composite Scheme of Arrangement under the provisions of Sections 230-232, and other relevant provisions of the Companies Act, 2013, including the rules and regulations issued thereunder and any statutory modifications, re-enactment or amendments thereof, to the extent applicable (the ‘Scheme’), for the proposed amalgamation of the Transferor Company with and into the Transferee Company and subsequent demerger of the Demerged Undertaking of the Demerged Company into the Resulting Company (‘Proposed Demerger’).

In this connection, the Board of Directors of the Client (the ‘BOD’) require a Registered Valuer Report as per section 232 read with section 247 of the Companies Act, 2013 and accordingly the BOD of Resulting Company has appointed KPMG to undertake valuation of the Demerged Undertaking and Gabriel India Limited, on a going concern basis, and submit a report recommending the Share Exchange Ratio for the Proposed Demerger for the consideration of the Board of Directors (including audit committees, if applicable) of the Client in accordance with the applicable Securities and Exchange Board of India (‘SEBI’), the relevant stock exchanges’, and relevant laws, rules and regulations. To the extent mandatorily required under applicable laws of India, this Report maybe produced before the judicial, regulatory or government authorities, stock exchanges, shareholders in connection with the Proposed Demerger.

We understand that the appointed date for the amalgamation is 1 April 2025 and for the Proposed Demerger as per the Scheme shall be 1 April 2026.

The scope of our services is to conduct a valuation of equity shares of the Demerged Undertaking and the Resulting Company on a relative basis and recommend the Share Exchange Ratio for the Proposed Demerger. To arrive at the Share Exchange Ratio for the Proposed Demerger, appropriate minor adjustments/rounding off have been done in the values arrived by us.

We have been provided with the financials of the Transferor Company, Demerged Undertaking and Resulting Company including their subsidiaries and joint ventures, as discussed below. Further, we have taken into consideration the current market parameters in our analysis and have made adjustments for additional facts made known to us till the date of our Report. We have been informed that all material information impacting the Transferor Company, Demerged Undertaking and Resulting Company including their subsidiaries and joint ventures, has been disclosed to us.

We have been also informed by the Management that:

• a) In the event that the Company restructures its equity share capital by way of share split / consolidation / issue of bonus shares before the Proposed Demerger becomes effective, the issue of shares pursuant to the Share Exchange Ratio recommended in this Report shall be adjusted accordingly to take into account the effect of any such corporate actions.

• b) till the Proposed Demerger becomes effective, the Company would not declare any substantial dividends having materially different yields as compared to past few years.

• c) there are no unusual/abnormal events in the Company materially impacting their operations/financial position after 31 March 2025 till the Report date except the following:

• Anchemco India Private Limited has acquired Ansysco Anand LLP with effect from April 1, 2025.

We have relied on the above while arriving at our recommendation of the Share Exchange Ratio for the Proposed Demerger.

This report and the information contained herein is absolutely confidential. The report will be used by the Client only for the purpose, as indicated in the Letter of Engagement for which we have been appointed. The result of our valuation analysis and our report cannot be used or relied by the Client for any other purpose or by any other party for any purpose whatsoever. We are not responsible to any other person/ party for any decision of such person/ party based on this report. Any person/ party intending to provide finance/ invest in the shares/ businesses of the Resulting Company/ Transferor Company/Demerged Undertaking/ their holding companies/ subsidiaries/ joint ventures/ associates/ investee/

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group companies, if any, shall do so after seeking their own professional advice and after carrying out their own due diligence procedures to ensure that they are making an informed decision. If any person/ party (other than the Client) chooses to place reliance upon any matters included in the report, they shall do so at their own risk and without recourse to KPMG. It is hereby notified that usage, reproduction, distribution, circulation, copying or otherwise quoting of this report or any part thereof, except for the purpose as set out earlier in this report, without our prior written consent, is not permitted, unless there is a statutory or a regulatory requirement to do so.

This Report dated 30 June 2025 is our deliverable for the above engagement.

The report including, (for the avoidance of doubt) the information contained in it is absolutely confidential and intended only for the sole use and information of the Client. Without limiting the foregoing, we understand that the Client may be required to submit the report to or share the report as per terms agreed in the Letter of Engagement (“LoE”), in connection with the Proposed Demerger. We hereby give consent to the disclosure of the report to such recipients as permitted under the terms of LoE, subject to the Client ensuring that any such disclosure shall be subject to the condition and understanding that:

• it will be the Client’s responsibility to review the report and identify any confidential information that it does not wish to or cannot disclose;

• we owe responsibility to only the Client that have engaged us and nobody else, and to the fullest extent permitted by law;

• we do not owe any duty of care to anyone else other than the Client and accordingly that no one other than the Client is entitled to rely on any part of the report;

• we accept no responsibility or liability towards any third party (including, the recipients as permitted under the terms of LoE) to whom the report may be shared with or disclosed or who may have access to the report pursuant to the disclosure of the report to the recipients as permitted under the terms of LoE. Accordingly, no one other than the Client shall have any recourse to us with respect to the report;

• we shall not under any circumstances have any direct or indirect liability or responsibility to any party engaged by the Client or to whom the Client may disclose or directly or indirectly permit the disclosure of any part of the report and that by allowing such disclosure we do not assume any duty of care or liability, whether in contract, tort, breach of statutory duty or otherwise, towards any of the third parties.

It is clarified that reference to this valuation report in any document and/ or filing with aforementioned tribunal/ judicial/ regulatory authorities/ government authorities/ stock exchanges/ courts/ professional advisors/ merchant bankers, in connection with the Proposed Demerger, shall not be deemed to be an acceptance by us of any responsibility or liability to any person/ party other than the Boards of Directors of the Client.

This Report is subject to the scope, assumptions, qualifications, exclusions, limitations and disclaimers detailed hereinafter. As such, the Report is to be read in totality and not in parts, in conjunction with the relevant documents referred to therein.

SOURCES OF INFORMATION / MAJOR FACTORS THAT WERE TAKEN INTO ACCOUNT DURING THE VALUATION

In connection with this exercise, we have used the following information received from the Management(s) of the companies and that gathered from the public domain:

• Considered the draft Composite Scheme of Arrangement for the Proposed Demerger dated 27 June 2025;

• Considered the audited consolidated financial statements for last 5 years ending March 31, 2025 for the following: o Gabriel India Limited

• Anchemco India Private Limited and Ansysco Anand LLP merged*

• Dana Anand India Private Limited

• Henkel Anand India Private Limited

• Anand CY Myutec Automotive Private Limited

*Ansysco Anand LLP merged with Anchemco India Private Limited on April 1, 2025. Accordingly, we have relied on provisional consolidated financials prepared on the basis of audited financials of both the entities.

• Financial projections (on a consolidated basis) including key underlying assumptions for the following:

• Gabriel India Limited

• Anchemco India Private Limited

• Dana Anand India Private Limited

• Henkel Anand India Private Limited

• Anand CY Myutec Automotive Private Limited

• Number of equity shares of the Transferor Company, Demerged Company/ Transferee Company and Resulting Company as on the Valuation Date and the number of shares on a fully diluted basis as at the date of this Report; and

• Other relevant information and documents for the purpose of this engagement provided through emails or during discussion.

• Discussion with the Management in connection with the operations of the Transferor Company, Demerged Company/ Transferee Company and Resulting Company, past and present activities, future plans and prospects, share capital and shareholding pattern;

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• For our analysis, we have relied on published and secondary sources of data, whether or not made available by the Management. We have not independently verified the accuracy or timeliness of the same; and

• Such other analysis and enquiries, as we considered necessary.

• In addition, we have obtained information from public sources/proprietary databases.

During discussions with the Management, we have also obtained explanations, information and representations, which we believed were reasonably necessary and relevant for our exercise. The Client has been provided with the opportunity to review the draft report (excluding the recommended Share Exchange Ratio) as part of our standard practice to make sure that factual inaccuracy/omissions are avoided in our Report.

PROCEDURES ADOPTED AND VALUATION METHODS FOLLOWED

In connection with this exercise, we have adopted the following procedures to carry out the valuation:

• Requested and received financial and qualitative information, and clarifications regarding past financials performance of the Transferor Company, Demerged Undertaking and Resulting Company, as applicable;

• Considered data available in public domain related to Transferor Company, Demerged Undertaking and Resulting Company, their subsidiaries, and their peers;

• Discussions (physical/over call) with the Management to

• Understand the business, key value drivers, historical financial performance and projected financial performance of the Transferor Company, Demerged Undertaking and Resulting Company;

• Undertook Industry Analysis

• Researched publicly available market data including economic factors and industry trends that may impact the valuation;

• Analyzed key trends and valuation multiples of comparable companies using proprietary databases subscribed by us or our network firms.

• Selected internationally accepted valuation methodology/(ies) as considered appropriate by us, in accordance with the ICAI Valuation Standards/International Valuation standards published by the International Valuation Standards Council.

• Arrived at valuation of the Demerged Undertaking and the Resulting Company in order to conclude our analysis on Share Exchange Ratio for the Proposed Demerger. For the purpose of arriving at the valuation of the Demerged Undertaking and the Resulting Company we have considered the valuation base as ‘Fair Value’ and the premise of value is ‘Going Concern Value’. Any change in the valuation base, or the premise could have significant impact on our valuation exercise, and therefore, this report.

• As confirmed to us by the Management, valuation of Demerged Undertaking is the sum of investment of Transferee Company/ Demerged Company in

• Anchemco India Private Limited

• Dana Anand Private Limited

• Anand CY Myutec Private Limited

• Henkel Anand India Private Limited

SCOPE LIMITATIONS, ASSUMPTIONS, QUALIFICATIONS, EXCLUSIONS AND DISCLAIMERS

Provision of valuation opinions and consideration of the issues described herein are areas of our regular practice. The services do not represent accounting, assurance, accounting / tax due diligence, consulting or tax related services that may otherwise be provided by us or our network firms.

The user to which this valuation is addressed should read the basis upon which the valuation has been done and be aware of the potential for later variations in value due to factors that are unforeseen at the Valuation Date. Due to possible changes in market forces and circumstances, this Report can only be regarded as relevant as at the Valuation Date.

This Report has been prepared for the purposes stated herein and should not be relied upon for any other purpose. Our Client is the only authorized users of this Report and use of the Report is restricted for the purpose indicated in the respective engagement letters. This restriction does not preclude the Client from providing a copy of the Report to thirdparty advisors whose review would be consistent with the intended use. We do not take any responsibility for the unauthorized use of this Report.

While our work has involved an analysis of financial information and accounting records, our engagement does not include an audit in accordance with generally accepted auditing standards of the Client’s existing business records. Accordingly, we express no audit opinion or any other form of assurance on this information.

This Report, its contents and the results herein are specific to (i) the purpose of valuation agreed as per the terms of our engagement; (ii) the Valuation Date; (iii) and are based on the audited financials of the Companies as at 31 March 2025 (as applicable) and other information provided by the Management (iv) other information obtained by us from time to time. We have been informed that the business activities of the companies have been carried out in the normal and ordinary course between 31 March 2025 and the Report date and that no material changes have occurred in their respective operations of the companies.

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An analysis of this nature is necessarily based on the prevailing stock market, financial, economic and other conditions in general and industry trends in particular as in effect on, and the information made available to us as of, the date hereof. Events occurring after the date hereof may affect this Report and the assumptions used in preparing it, and we do not assume any obligation to update, revise or reaffirm this Report.

In no event shall we be liable for any loss, damages, cost or expenses arising in any way from fraudulent acts, misrepresentations or willful default on part of the Client, Transferor Company, Demerged Company/ Transferee Company or Demerged Undertaking, their directors, employees or agents.

The Client/owners and its Management/representatives warranted to us that the information they supplied was complete, accurate and true and correct to the best of their knowledge. We have relied upon the representations of the owners/Client, the Management and other third parties, if any, concerning the financial data, operational data and other information, except as specifically stated to the contrary in the Report. We shall not be liable for any loss, damages, cost or expenses arising from fraudulent acts, misrepresentations, or willful default on part of the Client, Transferor Company, Demerged Company/ Transferee Company or Demerged Undertaking their directors, employee or agents.

KPMG is not aware of any contingency, commitment or material issue which could materially affect the Transferor Company, Demerged Company/ Transferee Company, Demerged Undertaking and Resulting Company’s economic environment and future performance and therefore, the equity value of the Demerged Undertaking, Transferor Company and Resulting Company.

We do not provide assurance on the achievability of the results forecast by the Management as events and circumstances do not occur as expected; differences between actual and expected results may be material. We express no opinion as to how closely the actual results will correspond to those projected/forecast as the achievement of the forecast results is dependent on actions, plans and assumptions of Management.

The Report assumes that the Transferor Company, Demerged Company/ Transferee Company, Demerged Undertaking and Resulting Company comply fully with relevant laws and regulations applicable in all its areas of operations unless otherwise stated, and that the Transferor Company, Demerged Company/ Transferee Company, Demerged Undertaking and Resulting Company aged in a competent and responsible manner. Further, as specifically stated to the contrary, this Report has given no consideration to matters of a legal nature, including issues of legal title and compliance with local laws, and litigation and other contingent liabilities that are not disclosed in the audited / unaudited balance sheets of the Transferor Company, Demerged Company/ Transferee Company, Demerged Undertaking and Resulting Company, if any provided to us. Our conclusion of value assumes that the assets and liabilities of the Resulting Company and Demerged Undertaking reflected in their respective latest audited or provisional balance sheets remain intact as of the Report Date. No investigation of the Resulting Company and Demerged Undertaking/ subsidiaries claims to title of assets has been made for the purpose of this report and the Resulting Company and Demerged Undertaking/ subsidiaries claim to such rights has been assumed to be valid. No consideration has been given to liens or encumbrances against the assets, beyond the loans disclosed in the accounts. Therefore, no responsibility is assumed for matters of a legal nature. The valuation analysis and result are governed by concept of materiality.

This Report does not look into the business/ commercial reasons behind the Proposed Demerger nor the likely benefits arising out of the same. Similarly, it does not address the relative merits of the Proposed Demerger as compared with any other alternative business transaction, or other alternatives, or whether or not such alternatives could be achieved or are available.

Our report is not nor should it be construed as our opining or certifying the compliance of the Proposed Demerger with the provisions of any law/ standards including companies, foreign exchange regulatory, accounting and taxation (including transfer pricing) laws/ standards or as regards any legal, accounting or taxation implications or issues arising from such Proposed Demerger.

The valuation analysis and result are governed by concept of materiality.

It has been assumed that the required and relevant policies and practices have been adopted by the Transferor Company, Demerged Company/ Transferee Company, Demerged Undertaking and Resulting Company and would be continued in the future.

The fee for the engagement is not contingent upon the results reported.

The actual share exchange ratio may be higher or lower than our recommendation depending upon the circumstances of the transaction, the nature of the business. The knowledge, negotiating ability and motivation of the buyers and sellers will also affect the exchange ratio achieved. Accordingly, our recommended Share Exchange Ratio will not necessarily be the share exchange ratio at which actual transaction will take place.

We have also relied on data from external sources to conclude the valuation. These sources are believed to be reliable and therefore, we assume no liability for the truth or accuracy of any data, opinions or estimates furnished by others that have been used in this analysis. Where we have relied on data, opinions or estimates from external sources, reasonable care has been taken to ensure that such data has been correctly extracted from those sources and /or reproduced in its proper form and context.

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This Report and the information contained herein is absolutely confidential. The Report will be used by the Client only for the purpose, as indicated in this Report, for which we have been appointed. The results of our valuation analysis and our Report cannot be used or relied by the Client for any other purpose or by any other party for any purpose whatsoever. We are not responsible to any other person/ party for any decision of such person/ party based on this Report. Any person/ party intending to provide finance/ invest in the shares/ businesses of the companies/ their holding companies/ subsidiaries/ joint ventures/ associates/ investee/ group companies, if any, shall do so after seeking their own professional advice and after carrying out their own due diligence procedures to ensure that they are making an informed decision. If any person/ party (other than the Client) chooses to place reliance upon any matters included in the Report, they shall do so at their own risk and without recourse to us.

It is clarified that reference to this Report in any document and/ or filing with aforementioned tribunal/ judicial/ regulatory authorities/ government authorities/ stock exchanges/ courts/ shareholders/ professional advisors/ merchant bankers, in connection with the Proposed Demerger, shall not be deemed to be an acceptance by the Valuer of any responsibility or liability to any person/ party other than the Boards of Directors of the Client.

Our report is not, nor should it be construed as our recommending the Proposed Demerger or anything consequential thereto/ resulting therefrom. This report does not address the relative merits of the Proposed Demerger as compared with any other alternatives or whether or not such alternatives could be achieved or are available. Any decision by the Client/ their shareholders/ creditors regarding whether or not to proceed with the Proposed Demerger shall rest solely with them. We express no opinion or recommendation as to how the Board meeting shareholders/ creditors of the Resulting Company and Demerged Undertaking should vote at any shareholders'/ creditors’ meeting(s) to be held in connection with the Proposed Demerger. This report does not in any manner address, opine on or recommend the prices at which the securities of the Company could or should transact at following the announcement/ consummation of the Proposed Demerger. Our report and the opinion/ valuation analysis contained herein is not nor should it be construed as advice relating to investing in, purchasing, selling or otherwise dealing in securities or as providing management services or carrying out management functions. It is understood that this analysis does not represent a fairness opinion.

We have not conducted or provided an analysis or prepared a model for any individual assets/ liabilities and have wholly relied on information provided by the Management in that regard.

Neither the Report nor its contents may be referred to or quoted in any registration statement, prospectus, offering memorandum, annual report, loan agreement or other agreement or document given to third parties, other than in connection with the Proposed Demerger, without our prior written consent.

This Report is subject to the laws of India.

Any discrepancies in any table/ annexure between the total and the sums of the amounts listed are due to rounding-off.

KPMG will owe the responsibility only to Gabriel India Limited as per the provisions governed under the engagement letter signed. We will not be liable for any losses, claims, damages, or liabilities arising out of the actions taken, omissions or advice given by any other person.

DISCLOSURE OF RV INTEREST OR CONFLICT, IF ANY AND OTHER AFFIRMATIVE STATEMENTS

• KPMG is not affiliated to the Client in any manner whatsoever.

• We do not have any financial interest in the Client, nor do we have any conflict of interest in carrying out this valuation.

• Valuer’s fee is not contingent on an action or event resulting from the analyses, opinions or conclusions in this Report.

Further, the information provided by the Management have been appropriately reviewed in carrying out the valuation. Sufficient time and information was provided to us to carry out the valuation.

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SHAREHOLDING PATTERN

Anchemco India Private Limited

The share capital structure of Transferor Company as on 31 March 2025, is as under:

Particulars	Amount (INR)
6,22,80,000 equity shares of INR 10 each fully paid up	62,28,00,000
Total	62,28,00,000

As per the Scheme dated 27 June 2025

As on the date of approval of the Scheme by the Board of Directors of the Transferor Company, there is no change in the authorized, issued, subscribed and paid-up share capital of the Transferor Company.

Asia Investments Private Limited

The share capital structure of Transferee Company / Demerged Company as on 31 March 2025, is as under:

Particulars	Amount (INR)
2,90,03,525 equity shares of INR 10 each	29,00,35,250
Total	29,00,35,250

As per the Scheme dated 27 June 2025

As on the date of approval of the Scheme by the Board of Directors of the Transferee Company / Demerged Company, there is no change in the authorized, issued, subscribed and paid-up share capital of the Transferee Company / Demerged Company.

Gabriel India Limited

The share capital structure of Resulting Company as on 31 March 2025, is as under:

Particulars	Amount (INR)
14,36,43,940 equity shares of INR 1 each fully paid up	14,36,43,940
Total	14,36,43,940

As per the Scheme dated 27 June 2025

As on the date of approval of the Scheme by the Board of Directors of the Resulting Company, there is no change in the authorized, issued, subscribed and paid-up share capital of the Resulting Company.

Our valuation analysis considers the above shareholding pattern of the Transferor Company, Transferee Company/ Demerged Company and Resulting Company.

APPROACH FOR RECOMMENDATION OF SHARE EXCHANGE

BASIS OF SHARE EXCHANGE RATIO

The Scheme contemplates the following:

• Amalgamation of Transferor Company with and into Transferee Company/ Demerged Company; and

• Demerger of Demerged Undertaking of Transferee Company/ Demerged Company into Resulting Company (“Proposed Demerger”).

Arriving at the Share Exchange Ratio for the Proposed Demerger would require determining the value of equity shares of the Demerged Undertaking and Gabriel India Limited on a relative basis. These values are to be determined on a relative basis for the Demerged Undertaking and Gabriel India Limited, without considering the effect of the Proposed Demerger.

The valuation approach adopted by KPMG is given in Annexure 1.

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GABRIEL INDIA LIMITED

380

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In the ultimate analysis, valuation will have to be arrived at by the exercise of judicious discretion by the valuer and judgments taking into account all the relevant factors. There will always be several factors, e.g. quality of the management, present and prospective competition, yield on comparable securities and market sentiment, etc. which are not evident from the face of the balance sheets but which will strongly influence the worth of a share. The determination of a Share Exchange Ratio/ Valuation is not a precise science and the conclusions arrived at in many cases will, of necessity, be subjective and dependent on the exercise of individual judgement. This concept is also recognized in judicial decisions. There is, therefore, no indisputable single Share Exchange Ratio/ equity value estimate. While we have provided our recommendation of the Share Exchange Ratio based on the information available to us and within the scope and constraints of our engagement, others may have a different opinion as to the Share Exchange Ratio. The final responsibility for the determination of the Share Exchange Ratio at which the Proposed Demerger shall take place will be with the Board of Directors of the respective Demerged Undertaking and Gabriel India Limited who should take into account other factors such as their own assessment of the Proposed Demerger and input of other advisors.

We have applied approaches/methods discussed in the Annexures, as considered appropriate, and arrived at the value per share of the Demerged Undertaking and Gabriel India Limited. To arrive at the Share Exchange Ratio for the Proposed Demerger, suitable minor adjustments / rounding off have been done. In light of the above, and on a consideration of all the relevant factors and circumstances as discussed and outlined hereinabove, we recommend the following Share Exchange Ratio for the Proposed Demerger:

Share Exchange Ratio:

Upon coming into effect of the Scheme, in consideration for the transfer and vesting of the Demerged Undertaking by the Demerged Company into the Resulting Company, the equity shareholders of the Demerged Company or their respective heirs, executors, administrators or other legal representatives or other successors in title, whose names appear in the Register of Members of the Demerged Company on the Record Date, shall, without any further act, deed or thing be issued and allotted as under:

1,158 (One Thousand One Hundred and Fifty-Eight) equity shares of Gabriel India Limited of INR 1/- each fully paid up for every 1,000 (One Thousand) equity shares of Asia Investments Private Limited or the Demerged Company of INR 10/- each fully paid up

Our Valuation report and Share Exchange Ratio is based on the equity share capital structure of the Demerged Company and Gabriel India Limited as mentioned earlier in this report. Any variation in the equity capital of the Demerged Company and Gabriel India Limited may have material impact on the Share Exchange Ratio.

It should be noted that we have not examined any other matter including economic rationale for the Proposed Demerger per se or accounting, legal or tax matters involved in the Proposed Demerger.

Respectfully submitted,

KPMG Valuation Services LLP

Registered Valuer Entity under Companies (Registered Valuers and Valuation) Rules, 2017 Registration No. IBBI/RV-E/06/2020/115 Asset Class: Securities or Financial Assets

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Apurva Shah, Partner

IBBI Membership No.: IBBI/RV/05/2019/10673 Date: 30 June 2025

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Annexure 1 - Approach to Valuation

We have carried out the valuation in accordance with the principles laid in the ICAI Valuation Standards/International Valuation Standards, as applicable to the purpose and terms of this engagement.

The report has been prepared on the basis of “Fair Value” as at Valuation Date. The generally accepted definition of “Fair Value” is the value as applied between a hypothetical willing vendor and a hypothetical willing prudent buyer in an open market and with access to all relevant information.

We have adopted "Going Concern Value" as the premise of value in the given circumstances. The generally accepted definition of Going Concern Value is the value of a business enterprise that is expected to continue to operate in the future.

The three main valuation approaches are the market approach, income approach and asset approach. There are several commonly used and accepted methods within the market approach, income approach and asset approach, for determining the relative fair value of equity shares of a company, which can be considered in the present valuation exercise, to the extent relevant and applicable, to arrive at the Share Exchange Ratio for the purpose of the Proposed Demerger, such as:

• Income Approach - Discounted Cash Flow (DCF) Method

• Market Approach - Market Price Method; Comparable Companies Multiples Method (“Market Multiples Method”); Comparable Companies’ Transactions Multiples (“CTM Method”)

• Asset Approach - Net Asset Value (NAV) Method

It should be understood that the valuation of any company or its assets is inherently subjective and is subject to uncertainties and contingencies, all of which are difficult to predict and are beyond our control. In performing our analysis, we made assumptions with respect to industry performance and general business and economic conditions, many of which are beyond the control of the companies. In addition, this valuation will fluctuate with changes in prevailing market conditions, the conditions and prospects, financial and otherwise, of the companies/ businesses, and other factors which generally influence the valuation of companies and their assets.

The application of any particular method of valuation depends on the purpose for which the valuation is done. Although different values may exist for different purposes, it cannot be too strongly emphasized that a valuer can only arrive at one value for one purpose. Our choice of method of valuation has been arrived at using usual and conventional methods adopted for transactions of a similar nature and our reasonable judgment, in an independent and bona fide manner based on our previous experience of assignments of a similar nature.

Income Approach

Income approach is a valuation approach that converts maintainable or future amounts (e.g., cash flows or income and expenses) to a single current (i.e., discounted or capitalised) amount. The value measurement is determined on the basis of the value indicated by current market expectations about those future amounts.

Under DCF method, the projected free cash flows from business operations available to all providers of capital are discounted at the weighted average cost of capital to such capital providers, on a market participant basis, and the sum of such discounted free cash flows is the value of the business from which value of debt and other capital is deducted, and other relevant adjustments made to arrive at the value of the equity – Free Cash Flows to Firm (FCFF) technique; This discount rate, which is applied to the free cash flows, should reflect the opportunity cost to all the capital providers (namely shareholders and creditors), weighted by their relative contribution to the total capital of the company. The opportunity cost to the capital provider equals the rate of return the capital provider expects to earn on other investments of equivalent risk.

For the purpose of DCF valuation, the free cash flow forecast is based on projected financials as provided by the Management of the Transferor Company, Demerged Undertaking and Gabriel India Limited. While carrying out this engagement, we have relied on historical information made available to us by the Management and the projected financials for future related information (“Management Business Plan”). Although we have read, analyzed and discussed the Management Business Plan for the purpose of undertaking a valuation analysis, we have not commented on the achievability and reasonableness of the assumptions provided to us save for satisfying ourselves to the extent possible that they are consistent with other information provided to us in the course of the assignment. We have assessed and evaluated the reasonableness of the projections based on procedures such as analyzing industry data, historical performance, expectations of comparable companies, analyst reports etc.

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Market Approach

Market approach is a valuation approach that uses prices and other relevant information generated by market transactions involving identical or comparable (i.e., similar) assets, liabilities or a group of assets and liabilities, such as a business.

Market Price Method : Under this method, the value of shares of a company is determined by taking the average of the market capitalisation of the equity shares of such company as quoted on a recognised stock exchange over reasonable periods of time where such quotations are arising from the shares being regularly and freely traded in an active market, subject to the element of speculative support that may be inbuilt in the market price. But there could be situations where the value of the share as quoted on the stock market would not be regarded as a proper index of the fair value of the share, especially where the market values are fluctuating in a volatile capital market. Further, in the case of a merger/ demerger, where there is a question of evaluating the shares of one company against those of another, the volume of transactions and the number of shares available for trading on the stock exchange over a reasonable period would have to be of a comparable standard. This method would also cover any other transactions in the shares of the company including primary/ preferential issues/ open offer in the shares of the company available in the public domain.

Comparable Companies Multiples Method: Under this method, one attempts to measure the value of the shares/ business of company by applying the derived market multiple based on market quotations of comparable public/ listed companies, in an active market, possessing attributes similar to the business of such company - to the relevant financial parameter of the company/ business (based on past and/ or projected working results) after making adjustments to the derived multiples on account of dissimilarities with the comparable companies and the strengths, weaknesses and other factors peculiar to the company being valued. These valuations are based on the principle that such market valuations, taking place between informed buyers and informed sellers, incorporate all factors relevant to valuation. Relevant multiples need to be chosen carefully and adjusted for differences between the circumstances.

Comparable Companies’ Transaction Multiples (CTM) Method: Under this method, value of the equity shares of a company is arrived at by using multiples derived from valuations of comparable transactions. This valuation is based on the principle that transactions taking place between informed buyers and informed sellers, incorporate all factors relevant to valuation. Relevant multiples need to be chosen carefully and evaluated/adjusted for differences between the circumstances.

Comparable Companies’ Transaction Multiple method has not been used due to limited availability of information of comparable transactions in this space. Further, the transaction multiples may include acquirer specific considerations, synergy benefits, control premium and minority adjustments.

Asset Approach - Net Asset Value Method

Under the asset approach, the net asset value (NAV) method is considered, which is based on the underlying net assets and liabilities of the company, taking into account operating assets and liabilities on a book value basis and appropriate adjustments for, interalia, value of surplus/ non-operating assets.

The valuation approaches/ methods used, and the values arrived at using such approaches/ methods have been tabled in the next section of this Report.

BASIS OF SHARE EXCHANGE RATIO

The basis of the Proposed Demerger would have to be determined after taking into consideration all the factors, approaches and methods considered appropriate by the Valuer. Though different values have been arrived at under each of the above approaches/ methods, for the purposes of recommending the Share Exchange Ratio it is necessary to arrive at a single value for the shares of the companies involved in a transaction such as the Proposed Demerger. It is however important to note that in doing so, we are not attempting to arrive at the absolute values of the shares of the Demerged Undertaking and Gabriel India Limited but at their relative values to facilitate the determination of Share Exchange Ratio. For this purpose, it is necessary to give appropriate weights to the values arrived at under each approach/ method.

In the ultimate analysis, valuation will have to be arrived at by the exercise of judicious discretion by the valuer and judgments taking into account all the relevant factors. There will always be several factors, e.g. quality of the management, present and prospective competition, yield on comparable securities and market sentiment, etc. which are not evident from the face of the balance sheets but which will strongly influence the worth of a share. The determination of exchange ratio is not a precise science and the conclusions arrived at in many cases will, of necessity, be subjective and dependent on the exercise of individual judgment. This concept is also recognized in judicial decisions. There is, therefore, no indisputable single exchange ratio.

While we have provided our recommendation of the Share Exchange Ratio based on the information available to us and within the scope and constraints of our engagement, others may have a different opinion as to the Share Exchange Ratio in relation to the Proposed Demerger. The final responsibility for the determination of the exchange ratio at which the Proposed Demerger shall take place will be with the Board of Directors of the Demerged Undertaking and Gabriel India Limited who should take into account other factors such as their own assessment of the Proposed Demerger and input of other advisors.

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The Share Exchange Ratio has been arrived at on the basis of a relative equity valuation of Demerged Undertaking and Gabriel India Limited, based on the various applicable approaches/ methods explained herein earlier and various qualitative factors relevant to each company and the business dynamics and growth potentials of the businesses of these companies, having regard to information base, key underlying assumptions and limitations.

Relevant methods discussed above have been applied, as considered appropriate, to arrive at the assessment of the relative values per equity share of Demerged Undertaking and Gabriel India Limited. To arrive at the Share Exchange Ratio for the Proposed Demerger, suitable minor adjustments/ rounding off have been done in the relative values arrived at by us.

VALUER NOTES

For the present valuation analysis, in relation to the Proposed Demerger - demerger of the Demerged Undertaking of the Demerged Company into the Resulting Company, we have considered it appropriate to apply the Income Approach and Market Approach for the Valuation of Transferor Company/ Demerged Undertaking and Resulting Company to arrive at the relative fair value of the equity shares for the purpose of the Proposed Demerger.

Given the nature of the business of Transferor Company, Demerged Undertaking and Resulting Company, and the fact that we have been provided with projected financials for the Transferor Company, Demerged Undertaking and Resulting Company, we have considered it appropriate to apply the DCF Method under the Income Approach.

For the purpose of DCF valuation, the free cash flow forecast is based on projected financials as provided by the Management. While carrying out this engagement, we have relied on historical information made available to us by the Management and the projected financials for future related information. Although we have read, analyzed and discussed the projected financials containing future related information for the purpose of undertaking a valuation analysis, we have not commented on the achievability of the assumptions/ projections provided to us save for satisfying ourselves to the extent possible that they are consistent with other information provided to us in the course of the assignment. We have assessed and evaluated the reasonableness of the projections based on procedures such as analyzing industry data, historical performance, expectations of comparable companies, analyst reports etc.

Within the DCF Method, the Enterprise value of Transferor Company, Demerged Undertaking and Resulting Company has been computed based on the forecast cash flows. The Enterprise Value derived, is adjusted, as appropriate, for debt, cash and cash equivalents, investments, surplus assets and other matters as applicable, to arrive at the total value available to the equity shareholders of Transferee Company/ Demerged Company and Resulting Company.

In the present case, the shares of Resulting Company are listed on BSE and NSE and there are regular transactions in their equity shares with reasonable volume. Therefore, we have also considered it appropriate to apply the Market Price Method under the Market Approach. The share price of Gabriel India Limited has been considered as suggested in regulation 164 of Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018. Accordingly, higher of the below two methods has been taken for determining the value of Gabriel and under the market price methodology:

• the volume weighted average price for 90 trading days preceding the valuation report date,

• the volume weighted average price for 10 trading days preceding the valuation report date,

Further, considering the availability of comparable listed peer set in the businesses carried out by the Transferor Company, Demerged Undertaking and Resulting Company, we have considered it appropriate to apply the Comparable Companies Multiples method under the Market Approach (using EV/ TTM EBITDA multiple).

In the current analysis, the merger of Transferor Company and demerger of the Demerged Undertaking is proceeded with on the assumption that they would merge as going concerns, and an actual realization of the operating assets is not contemplated. The operating assets have therefore been considered at their book value and non-operating/ surplus assets, if any at their values under the Asset Approach. In such a going concern scenario, the earning power, as reflected under the Income/ Market approach, is of greater importance to the basis of amalgamation/ demerger, with the values arrived at on the net asset basis being of limited relevance. Hence, while we have calculated the values of the shares of Transferor Company, Demerged Undertaking and Resulting Company under the Asset Approach, we have considered it appropriate not to give any weightage to the same.

Conclusion

Accordingly, for our final analysis and recommendation, we have considered the values arrived under the Income Approach and Market Approach, to arrive at the relative value of the equity shares of Demerged Undertaking and Resulting Company for the purpose of the Proposed Demerger.

We have considered appropriate weights to the values arrived at under different methods and approaches.

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The computation of Share Exchange Ratio for the Proposed Demerger of the Demerged Undertaking of the Demerged Company into the Resulting Company is tabulated below:

Valuation Approach	Gabriel India Limited	Gabriel India Limited	Demerged Undertaking	Demerged Undertaking
	Value per share (INR Mn)	Weight	Value per share (INR Mn)	Weight
Income Approach	650.1	50%	756.9	50%
Market Approach
Market Price Method	641.2	25%	NA	0%
Market Multiples Method	627.6	25%	729.9	50%
Asset Approach - Net Asset Value (NAV) Method	81.4	0%	165.1	0%
Value per share (Weighted Average)	642.2		743.4
No. of shares outstanding	143,643,940		29,003,525
Share Exchange Ratio (Rounded)	1,158 : 1,000

Swap Exchange Ratio is as follows:

1,158 (One Thousand One Hundred and Fifty-Eight) equity shares of Gabriel India Limited of INR 1/- each fully paid up for every 1,000 (One Thousand) equity shares of Asia Investments Private Limited or the Demerged Company of INR 10/- each fully paid up

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Annexure - 11B

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GABRIEL INDIA LIMITED

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GABRIEL INDIA LIMITED

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GABRIEL INDIA LIMITED

395

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GABRIEL INDIA LIMITED

396

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GABRIEL INDIA LIMITED

397

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GABRIEL INDIA LIMITED

398

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GABRIEL INDIA LIMITED

399

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GABRIEL INDIA LIMITED

400

==> picture [115 x 16] intentionally omitted <==

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GABRIEL INDIA LIMITED

401

==> picture [115 x 16] intentionally omitted <==

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GABRIEL INDIA LIMITED

402

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GABRIEL INDIA LIMITED

403

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GABRIEL INDIA LIMITED

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Annexure - 11C

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GABRIEL INDIA LIMITED

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GABRIEL INDIA LIMITED

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GABRIEL INDIA LIMITED

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GABRIEL INDIA LIMITED

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GABRIEL INDIA LIMITED

409

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GABRIEL INDIA LIMITED

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GABRIEL INDIA LIMITED

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GABRIEL INDIA LIMITED

412

Annexure - 12A

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GABRIEL INDIA LIMITED

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GABRIEL INDIA LIMITED

414

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GABRIEL INDIA LIMITED

415

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GABRIEL INDIA LIMITED

416

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GABRIEL INDIA LIMITED

417

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GABRIEL INDIA LIMITED

418

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GABRIEL INDIA LIMITED

419

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GABRIEL INDIA LIMITED

420

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GABRIEL INDIA LIMITED

421

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GABRIEL INDIA LIMITED

422

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GABRIEL INDIA LIMITED

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GABRIEL INDIA LIMITED

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GABRIEL INDIA LIMITED

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GABRIEL INDIA LIMITED

426

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GABRIEL INDIA LIMITED

427

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GABRIEL INDIA LIMITED

428

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GABRIEL INDIA LIMITED

429

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GABRIEL INDIA LIMITED

430

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GABRIEL INDIA LIMITED

431

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GABRIEL INDIA LIMITED

432

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GABRIEL INDIA LIMITED

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GABRIEL INDIA LIMITED

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GABRIEL INDIA LIMITED

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GABRIEL INDIA LIMITED

436

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GABRIEL INDIA LIMITED

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GABRIEL INDIA LIMITED

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GABRIEL INDIA LIMITED

439

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GABRIEL INDIA LIMITED

440

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GABRIEL INDIA LIMITED

441

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GABRIEL INDIA LIMITED

442

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GABRIEL INDIA LIMITED

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GABRIEL INDIA LIMITED

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GABRIEL INDIA LIMITED

445

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GABRIEL INDIA LIMITED

446

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GABRIEL INDIA LIMITED

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Annexure - 12B

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Annexure - 14

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Ref: NSE/LIST/49602

November 17, 2025

The Company Secretary, Gabriel India Limited

Dear Sir/Madam,

Sub: Observation Letter for draft composite scheme of arrangement between Anchemco India Private Limited (“Transferor Company” or “AnIPL”), Asia Investments Private Limited (“Transferee Company” or “Demerged Company” or “AIPL”) and Gabriel India Limited (“Resulting Company” or “GIL”) and their respective shareholders and creditors under Sections 230 to 232 other applicable provisions of the Companies Act, 2013 and relevant rules made thereunder.

We are in receipt of the captioned draft scheme filed by Gabriel India Limited.

Based on our letter reference no. NSE/LIST/49602 dated September 23, 2025, submitted to SEBI pursuant to SEBI Master Circular no. SEBI/HO/CFD/POD-2/P/CIR/2023/93 dated June 20, 2023 read with Regulation 94(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, SEBI vide its letter dated November 17, 2025 has inter alia given the following comment(s) on the draft scheme of arrangement:

• a) The proposed composite Scheme of Amalgamation and Arrangement shall be in compliance with the provisions of Regulation 11 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

• b) The Company shall ensure to disclose all details of ongoing adjudication & recovery proceedings, prosecution initiated, and all other enforcement action taken, if any, against the Company, its promoters, and directors, before Hon'ble NCLT and shareholders, while seeking approval of the Scheme.

• c) The Company shall ensure that additional information, if any, submitted by the Company after filing the Scheme with the Stock Exchange, from the date of receipt of this letter, is displayed on the websites of the Listed Company and the Stock Exchanges.

• d) The Company shall ensure that the entities involved in the proposed scheme shall not make any changes in the draft scheme subsequent to filing the draft scheme with SEBI by the Stock Exchange(s), except those mandated by the regulators/ authorities/tribunal.

• e) The Company shall ensure compliance with the SEBI circulars issued from time to time. The entities involved in the Scheme shall duly comply with various provisions of the SEBI Master Circular dated June 20, 2023 and also ensure that all the liabilities of Transferor Companies are transferred to the Transferee Company.

This Document is Digitally Signed

Signed by: Shiwani Mundhra Date: Mon, Nov 17, 2025 17:03:21 IST Location: NSE

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480

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Ref: NSE/LIST/49602

November 17, 2025

• f) The Company shall ensure that the information pertaining to all the Unlisted Companies involved in the scheme shall be included in the format specified for abridged prospectus as provided in Part E of Schedule VI of the ICDR Regulations, 2018, in the explanatory statement or notice or proposal accompanying resolution to be passed, which is sent to the shareholders for seeking approval.

• g) The Company shall ensure that the financials in the scheme including financials considered for valuation report are not for period more than 6 months old.

• h) The Company shall ensure to disclose the following, as a part of explanatory statement or notice or proposal accompanying resolution to be passed to be forwarded by the company to the shareholders while seeking approval u/s 230 to 232 of the Companies Act 2013, so that public shareholders can make an informed decision in the matter.

• i. In the interest of ensuring transparency and informed decision making by public shareholders, Company to prominently disclose following information on the very first page of the notice convening the shareholders meeting for approval of scheme of arrangement (in bold text and highlighted for visibility) and in all the further communications to the public shareholders regarding the scheme

"The shareholding pattern of Promoter/Promoter Group and Public shareholders before and after implementation of scheme is depicted as under:

Category	Pre-Scheme Shareholding (%)	Post-Scheme Shareholding (%)	Change (%)
Promoter/ Promoter Group
Public Shareholders

The shareholders may note that implementation of scheme shall result in increase in the shareholding of Promoter/Promoter Group from .....% Shareholders may also note that approval of the shareholders to scheme of merger would also result in to them agreeing to increase in shareholding of promoters on implementation of the scheme. Therefore, investors should read all the scheme related documents before exercising their voting rights.

The above disclosure shall also be accompanied by a brief explanation regarding the reasons for the increase in shareholding of Promoter/Promoter Group and its impact on the public shareholders in terms of their rights and value of their holding in the Company.

• ii. Need for the merger and demerger, Rationale of the scheme, Synergies of business of the This Document is Digitally Signed entities involved in the scheme, Impact of the scheme on the shareholders and cost benefit Signed by: Shiwani Mundhra

• analysis of the scheme. Date: Mon, Nov 17, 2025 17:03:21 ISTLocation: NSE

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481

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Ref: NSE/LIST/49602

November 17, 2025

• iii. Details of Registered Valuer issuing Valuation Report and Merchant Banker issuing Fairness opinion, Summary of methods considered for arriving at the Share-Swap Ratio and Rationale for using above methods.

• iv. Details of Revenue, PAT and EBIDTA of GIL and AIPL for last 3 years.

• v. Latest financials of GIL, AIPL and AnIPL not older than 6 months from the date of NOC of Stock Exchange should be updated on the Website and same also to be disclosed in the explanatory statement.

• vi. Pre and Post scheme shareholding of GIL and AIPL as on the date of notice of Shareholders meeting along with rationale for changes, if any, occurred between filing of Draft Scheme to Notice to shareholders.

• vii. Capital built-up of AIPL, GIL and AnIPL since incorporation and last 3 years shareholding pattern filed by AIPL and AnlPL with ROC.

• viii. Value of Assets and liabilities of AIPL that are being transferred to GIL and post merger balance sheet of GIL and AIPL

• ix. Details of potential benefits and risks associated with the merger demerger, including integration challenges, market conditions and financial uncertainties.

• x. Financial implication of merger and Demerger on Promoters, Public Shareholders and the companies involved.

• xi. Disclose all pending actions against the entities involved in the scheme its promoters/directors/KMPs and possible impact of the same on the Transferee Company to the shareholders

• i) The Company shall ensure that the details of the proposed scheme under consideration as provided by the Company to the Stock Exchange shall be prominently disclosed in the notice sent to the Shareholders.

• j) The Company shall ensure that the proposed equity shares to be issued in terms of the “Scheme” shall mandatorily be in demat form only.

• k) The Company shall ensure that the “Scheme” shall be acted upon subject to the applicant complying with the relevant clauses mentioned in the scheme document.

  • This Document is Digitally Signed

• l) The Company shall ensure that no changes to the draft scheme except those mandated by the regulators/ authorities/ tribunals shall be made without specific written consent of SEBI. Signed by: Shiwani Mundhra

   - Signed by: Shiwani Mundhra Date: Mon, Nov 17, 2025 17:03:21 IST Location: NSE
  

GABRIEL INDIA LIMITED

482

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Ref: NSE/LIST/49602 November 17, 2025

• m) The Company shall ensure that the observations of SEBI/Stock Exchanges shall be incorporated in the petition to be filed before NCLT, and the Company is obliged to bring the observations to the notice of NCLT.

• n) The Company shall ensure that applicable additional information, if any, shall form part of disclosures to shareholders, which was submitted by the Company to the Stock Exchange as per Annexure M of Exchange checklist.

• o) The Company shall ensure to comply with the all applicable provisions of the Companies Act, 2013, rules and regulations issued thereunder including obtaining the consent from the creditors for the proposed scheme.

• p) The Company shall ensure that the steps for listing of specified securities are completed and trading in securities commences within sixty days of receipt of the order of the Hon'ble High Court/NCLT, simultaneously on all the stock exchanges where the equity shares of the listed entity (or transfer entity) are/were listed.

• q) The Company shall ensure that petitions are filed by the company before NCLT after processing and communication of comments/observations on draft scheme by SEBI/stock exchange. Hence, the company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to SEBI again for its comments / observations /representations.

• r) The Company shall ensure that the listed entity(ies) involved in the proposed scheme shall disclose the No-Objection letter of the Stock Exchange(s) on its website within 24 hours of receiving the same.

It is to be noted that the petitions are filed by the company before NCLT after processing and communication of comments/observations on draft scheme by SEBI/ Stock exchange. Hence, the company is not required to send notice for representation as mandated under section 230(5) of Companies Act, 2013 to National Stock Exchange of India Limited again for its comments/observations/representations.

Please note that the submission of documents/information, in accordance with the Circular to SEBI and National Stock Exchange of India (NSE), should not in any way be deemed or construed that the same has been cleared or approved by SEBI and NSE. SEBI and NSE does not take any responsibility either for the financial soundness of any scheme or for the correctness of the statements made or opinions expressed in the documents submitted.

Based on the draft scheme and other documents submitted by the Company, including undertaking given in terms of Regulation 11 of SEBI (LODR) Regulations, 2015, we hereby convey our “No objection” in terms of Regulation 37 of SEBI (LODR) Regulations, 2015, so as to enable the Company to file the draft scheme with NCLT.

This Document is Digitally Signed

However, the Exchange reserves its rights to raise objections at any stage if the information submitted Signed by: Shiwani Mundhra to the Exchange is found to be incomplete/ incorrect/ misleading/ false or for any contravention of Rules, Date: Mon, Nov 17, 2025 17:03:21 IST Location: NSE

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Ref: NSE/LIST/49602 November 17, 2025

Bye-laws and Regulations of the Exchange, Listing Regulations, Guidelines/ Regulations issued by statutory authorities.

The validity of this “Observation Letter” shall be six months from November 17, 2025, within which the Scheme shall be submitted to NCLT.

Kindly note, this Exchange letter should not be construed as approval under any other Act /Regulation/rule/bye laws (except as referred above) for which the Company may be required to obtain approval from other department(s) of the Exchange. The Company is requested to separately take up matter with the concerned departments for approval, if any.

The Company shall ensure filing of compliance status report stating the compliance with each point of Observation Letter on draft scheme of arrangement on the following path: NEAPS > Issue > Scheme of arrangement > Reg 37 of SEBI LODR, 2015> Seeking Observation letter to Compliance Status.

Yours faithfully,

For National Stock Exchange of India Limited

Shiwani Mundhra Manager

URL:https://www.nseindia.com/companies-listing/raising-capital-further-issues-main-sme-checklist

This Document is Digitally Signed

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Signed by: Shiwani Mundhra Date: Mon, Nov 17, 2025 17:03:21 IST Location: NSE

GABRIEL INDIA LIMITED

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Annexure - 15

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India Private Limited (formerly known as Andasia Private Limited) (“Transferor Company”) and Asia Investments Private Limited (“Transferee Company” for Part C of the�Scheme and “Demerged Company” for Part D of the Scheme) and Gabriel India Limited (“Resulting Company”) and their ������������������������������������������������������������������������������������������������ Act, 2013 (“Scheme”)�

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GABRIEL INDIA LIMITED

485

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Annexure - 16

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Annexure - 18

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Annexure - 19

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Annexure - 20A

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Annexure - 20B

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Annexure - 21

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Annexure - 22A

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Details of Revenue, PAT and EBIDTA of Gabriel India Limited for the previous 3 years as per the standalone audited statement of Accounts

	(Rs. in Crores)	(Rs. in Crores)	(Rs. in Crores)
Particulars	As per last Audited Financial Year (as on 31.03.2025)	1 year prior to the last Audited Financial Year (as on 31.03.2024)	2 years prior to the last Audited Financial Year (as on 31.03.2023)
Revenue	3643.29	3342.65	2971.74
EBIDTA	324.20	293.00	213.70
Profit after Tax	211.87	185.16	132.35

Thanking you, Yours faithfully, For Gabriel India Limited

Atul Jaggi Director DIN: 07263848 Date: 14.01.2026 Place : Pune

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Annexure - 22B

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Annexure - 23

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Annexure - 24A

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Annexure - 24B

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Annexure - 24C

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Annexure - 25A

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ANCHEMCO

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ANCHEMCO INDIA PRIVATE LIMITED (FORMERLY KNOW AS ANDASIA PRIVATE LIMITED) CIN:U34103DL2022PTC408512

LIST OF SHAREHOLDERS AS ON 31[ST] MARCH 2025

Sr. No.	Shareholder	Number of Shares Held	Face Value per Share (INR)	Percentage of Shareholding
1.	ASIA Investments Private Limited (Through Mr. Charanjit Singh as Auth. Representative)	2,31,05,499	10	37.10
2	ANAND Automotive Private Limited (Through Mr. Jagdish Kumar as Auth. Representative)	3,91,74,500	10	62.90
3	M/S ANCHEMCO ANAND LLP	1	10	0.00
		6,22,80,000		100

BY ORDER OF THE BOARD OF DIRECTORS ANCHEMCO INDIA PRIVATE LIMITED (FORMERLY KNOW AS ANDASIA PRIVATE LIMITED)

Digitally signed by DHEERAJ DHEERAJ BHUSHAN BHUSHAN Date: 2025.05.15 10:13:29 +05'30'

______ DHEERAJ BHUSHAN DIRECTOR DIN: 09314484

ANCHEMCO INDIA PRIVATE LIMITED

[Formerly known as Andasia Private Limited]

1, Sri Aurobindo Marg, Hauz Khas, New Delhi- 110016.

CIN: U34103DL2022PTC408512

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Annexure - 25B

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Annexure - 28

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Composite Scheme of Arrangement between Anchemco India Private Limited (formerly	known as Andasia Private Limited) (the “Transferor Company) and Asia Investments	Private Limited (“Transferee Company” for Part C of the Scheme and “Demerged	Company” for Part D of the Scheme) and “Gabriel India Limited (the “Resulting	Company) and their respective shareholders under Sections 230 to 232 and other	applicable provisions of the Companies Act, 2013, and rules thereunder	1

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	2		Gabriel India	Limited					*The sole shareholders of Anchemco India Pvt Ltd are Asia Investments	Pvt Ltd and a wholly-owned subsidiary of Asia Investments Pvt Ltd. Since		Asia Investments Pvt Ltd cannot issue shares to its wholly-owned	subsidiary in terms of Section 19 of the Companies Act, 2013, no shares	shall be issued as consideration for the amalgamation		2
Proposed Scheme	Asia Investments	Private Limited			Amalgamation *	1	Amchemco India		Private Limited			Anchemco India Pvt Ltd	shall stand dissolved	without winding up

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			Gabriel India Limited (“Resulting	Company”)		• CIN : L34101PN1961PLC015735	• Address : 29th Milestone, Pune-		Nashik Highway, Kuruli, Khed,	Pune, Maharashtra, India –	410501	• Business : Manufacture and	distribution of ride control	products catering to all segments	in the automotive industry	• Subsidiary of the Transferee	Company / Demerged Company					3
Composite Scheme of Arrangement – Gabriel India Ltd		Asia Investments Private Limited	Anchemco India Pvt Ltd (Transferor (“Transferee Company” for Part C of	Company) the Scheme and “Demerged	Company” for Part D of the Scheme)	• CIN : U34103DL2022PTC408512 • CIN : U70200MH1966PTC206200	• Address : 1 Aurobindo Marg, Hauz • Address : Anand Business Centre,		Khas, New Delhi, India – 110016 10 Prasad Chambers, Opera	(in the process of shifting House, Mumbai, Maharashtra,	registered office to Maharashtra) India – 400004	• Business : Manufacture and supply • Business : Making investments in	of brake fluids, radiator coolants, subsidiaries / joint ventures and	diesel exhaust fluids (DEF) / ad- providing management advisory	blue, and products include services	Polyurethane (PU) and Polyvinyl	Chloride (PVC) adhesives primarily	for filtration products and sound	insulation applications

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Composite Scheme of Arrangement – Gabriel India Ltd

4 Object and Rationale of the Scheme The Transferor Company is fully held by the Transferee Company / Demerged Company and its wholly owned subsidiary. Further, the Resulting Company is the subsidiary of the Transferee Company / Demerged Company. The Scheme is designed to strategically reposition the Resulting Company as a diversified mobility solutions provider by rationalising the corporate structure and, in the process, enhance stakeholder value. The amalgamation of the Transferor Company with and into the Transferee Company and subsequent demerger of the Demerged Undertaking of the Demerged Company into the Resulting Company is, inter-alia, expected to yield the following benefits: • Consolidate the business of the Demerged Undertaking of the Demerged Company in automotive components and products like Drive Train products including transmissions for EVs, Body in White and NVH Products and solutions, brass and steel synchroniser rings, aluminium forgings, brake fluids, radiator coolants and diesel exhaust fluids (DEF) / Ad-Blue for 2W, 3W and 4W vehicles and trucks and PU and PVC based adhesives in the Resulting Company, thereby transforming the Resulting Company from a mono-product suspension company into a diversified, technology-driven mobility solutions provider, and reducing the dependency on a single product line by expansion into new segments, geographies, the aftermarket product range and railways product range; • Optimize the Resulting Company’s supply chain, enhance marketing strategies and strengthen customer relationships, establishing a robust foundation for growth; • Enables the Resulting Company to position as a preferred global OEM partner, delivering platform flexibility and ensuring alignment with future industry needs; • Enhancing the Resulting Company to project as a preferred partner for future foreign collaborations in the automotive components space, and enhancing its presence in foreign markets, specifically the US and European market, ensuring its potential to attract capital for future growth and fostering the development of new technologies;

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Object and Rationale of the Scheme (contd) • Eliminate intra-group transactions and consequent cash flow blockages which shall result in streamlined cash flow management and efficient utilization of capital; • Assist in rationalizing the corporate structure and reduction of shareholding tiers; • Create substantial value for stakeholders through EPS accretion; and • Achieve cost efficiencies through economies of scale and savings of administration and other costs associated with managing separate entities. Accordingly, the Management of respective companies, have formulated this Scheme pursuant to the provisions of Sections 230-232 and other applicable provisions of the Companies Act, 2013 (including any statutory modification or re-enactment or amendment thereof). The Demerged Company, being the holding company of the Resulting Company, shall indemnify the Resulting Company and keep the Resulting Company indemnified for any liability, claim and demand, if any, relating to any period prior to the Effective Date (as defined hereinafter) which may devolve on the Resulting Company on account of the Demerger as per Part D of the Scheme. There is no likelihood that interests of any shareholder(s) or creditor(s) of the respective companies would be prejudiced as a result of the Scheme. The Scheme does not affect the rights of the creditors of the respective companies. There will not be any reduction in amounts payable to the creditors, nor shall there be any change in terms with creditors which is averse to their interests, pursuant to the sanctioning of this Scheme. Without prejudice to the above, the Scheme is an arrangement between the respective companies and their respective shareholders, as contemplated under Section 230(1)(b) of the Companies Act, 2013 and not a Scheme envisaged under Section 230(1)(a) of the Companies Act, 2013.

5

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

6
Group
20.86%
Promoter / Promoter
36.47%
Public
42.67% Gabriel India Ltd
100%
Group
Ltd (AIPL)
Promoter / Promoter Asia Investments Pvt
100%
Wholly-owned
subsidiary of AIPL
Resultant Structure
Group
2.36%
Promoter / Promoter
45%
Group
52.64% Gabriel India Ltd
Promoter / Promoter
100%
Group
Ltd (AIPL)
Promoter / Promoter Asia Investments Pvt
100% 62.9%
Ltd
Wholly-owned
subsidiary of AIPL
Anchemco India Pvt
Composite Scheme of Arrangement – Gabriel India Ltd
Existing Structure
37.1%
----- End of picture text -----

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Composite Scheme of Arrangement – Gabriel India Ltd As on 31. 03. 2025 Pre and Post Scheme Net Worth	Gabriel India Ltd	Post Scheme	17.72	1,185.29	1,203.01
		Pre Scheme	14.36	1,142.38	1,156.75
	Asia Investments Pvt Ltd	Post Scheme	29.00	825.27	854.27
		Pre Scheme	29.00	852.02	881.02
	Anchemco India Pvt Ltd	Post Scheme	Not applicable
		Pre Scheme	62.28	16.14	78.42
	Particulars (INR in Crores)		Equity	Other Equity	Net worth

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Composite Scheme of Arrangement – Gabriel India Ltd

8 Consideration Part C of the Scheme – Amalgamation of the Transferor Company with the Transferee Company: • The Transferor Company is fully held by the Transferee Company and its wholly owned subsidiary. The Transferee Company cannot issue its shares to its wholly-owned subsidiary in terms of the provisions of Section 19 of the Act. Therefore, no shares shall be issued as consideration for the amalgamation of the Transferor Company with the Transferee Company. • Upon the Scheme becoming effective, all equity shares of the Transferor Company held by the Transferee Company shall stand cancelled without any further application, act or deed. Part D of the Scheme – Demerger of the Demerged Undertaking from the Demerged Company to the Resulting Company: Consideration for equity shareholders of the Demerged Company: • Upon coming into effect of the Scheme, in consideration for the transfer and vesting of the Demerged Undertaking by the Demerged Company into the Resulting Company, the equity shareholders of the Demerged Company or their respective heirs, executors, administrators or other legal representatives or other successors in title, whose names appear in the Register of Members of the Demerged Company on the Record Date, shall, without any further act, deed or thing be issued and allotted as under: "1158 fully paid equity shares of Rs. 1 each of Resulting Company, for every 1000 equity shares of Rs. 10 each held in the Demerged Company"

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Composite Scheme of Arrangement – Gabriel India Ltd 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)with the description of the companies and the rationale for the Scheme Step-wise process involved in the Scheme

9 Demerger of Automotive Undertaking (as defined hereinafter) 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”) Note: There is no reclassification of promoter or promoter group pursuant to the Scheme

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