Gabriel India Ltd

Fund-raising details

• Instrument: non-convertible debentures (NCDs) unsecured and listed
• Mode: private placement to eligible investors
• Amount: up to INR 1,000 Crores (100,000 debentures of INR 100,000 each)
• Issue price: face value INR 100,000 per debenture
• Security: not created over assets
• Listing: to be listed on BSE Limited
• Tenure/coupons/maturity: to be specified in the key information document
• Allotment/maturity/date: to be specified in the key information document
• Governance: board accorded in-principle approval; Finance Committee formed to oversee issuance
• Other: private placement to eligible investors; no other rights disclosed

HL Klemove India Pvt Ltd stake

• Target: HL Klemove India Private Limited; line of business and country presence not disclosed.
• Size/scale: not disclosed.
• Related party status: not disclosed.
• Industry/sector: not disclosed.
• Purpose: form associate company via 30% minus one stake.
• Regulatory approvals: not specified.
• Timeline: completion targeted August 24, 2026 or a mutually agreed date.
• Consideration: not disclosed; percentage acquired: 30% minus one equity share.
• Background: not disclosed.

AGM Details

• AGM held on 19 August 2026 at 2:30 PM IST via VC/OAVM.

Key Resolutions

• Adopt standalone financial statements for year ended 31 March 2026.
• Adopt consolidated financial statements for year ended 31 March 2026.
• Declare final dividend of Rs 3.10 per equity share.
• Director rotation: Mahendra K. Goyal retires by rotation eligible for re-appointment.
• Appoint Mahendra K. Goyal as MD & CEO for five years.
• Re-appoint statutory auditors; fix remuneration for five years.
• Ratify cost auditors and fix remuneration.
• Increase authorised share capital.
• Alter Articles of Association.
• Borrowing limit up to Rs 1,600 crore.
• Investments, loans, guarantees and security up to Rs 4,000 crore.
• Preferential issue of equity shares to Asia Investments Private Limited at Rs 1,305.89.
• Material related party transaction with Asia Investments Private Limited approved.
• Appointment and remuneration of Atul Jagm as MD – Ride Control extended to 2029.
• Re-approve remuneration and terms for MD Ride Control through 2029.

Dividend

• Final dividend of Rs 3.10 per equity share approved.

Director Changes

• Mahendra K. Goyal retires by rotation; eligible for re-appointment.
• Mahendra K. Goyal appointed as MD & CEO for five years.
• Atul Jagm re-appointment/extension as MD – Ride Control through 2029.

Auditor Appointments

• Statutory auditors appointed for five-year term; remuneration to be fixed.
• Cost auditors appointed; remuneration payable fixed.

Material Related Party Transactions

• Material related party transaction with Asia Investments Private Limited approved.

Other Material Approvals

• Increase in authorised share capital approved.
• Preferential issue to Asia Investments Private Limited approved.

KMP resignation update

• Last working day revised from Aug 21 to Aug 24, 2026 (close of business).
• Reason: resignation to pursue professional opportunities outside the Company.
• Date of cessation: Aug 24, 2026 (close of business hours).
• Other details remain unchanged from the prior disclosure.

Meeting Details

• Date: August 24, 2026; time and venue not disclosed.

Key Agenda Items

• Consider issue of non-convertible debt securities by private placement.
• Constitute a committee of the board and delegate funding powers to the Committee.

Other Notes

• No trading window closure details or additional notes disclosed.

AGM Details

• AGM date/time/mode: August 19, 2026 at 2:30 PM IST via VC/OAVM.
• Quorum present; chair and directors attended via VC/OAVM.
• Remote e-voting window: Aug 16-18, 2026; cut-off date Aug 12, 2026.
• Independent Scrutinizer appointed for e-voting and Instapoll.

Resolutions and outcomes

• Adoption of audited financial statements for year ended March 31, 2026; ordinary; deemed passed.
• Adoption of audited consolidated financial statements for year ended March 31, 2026; ordinary; deemed passed.
• Final dividend of Rs 3.10 per equity share declared; ordinary; approved.
• Re-appointment of Mahendra K. Goyal (retired by rotation) as director; ordinary; deemed passed.
• Re-appointment of Price Waterhouse Chartered Accountants LLP as statutory auditors for five years; ordinary; deemed passed.
• Remuneration payable to Cost Auditors for FY 2026-27 ratified; ordinary; deemed passed.
• Alteration of MOA to increase authorized share capital; ordinary; deemed passed.
• Alteration and adoption of new Articles of Association; special; deemed passed.
• Borrowing limits under section 180(1)(c) up to Rs 1,600 crores; special; deemed passed.
• Sale, mortgage or charge on assets up to Rs 1,600 crores; special; deemed passed.
• Investments, loans, guarantees, etc under section 186 up to Rs 4,000 crores; special; deemed passed.
• Preferential issue of 1,44,04,204 equity shares to Asia Investments Private Limited at Rs 1,305.89; special; deemed passed.
• Appointment of Mahendra K. Goyal as Group CEO and MD for five years from July 21, 2026; ordinary; deemed passed.
• Re-designation of Atul Jaggi as Managing Director – Ride Control from July 21, 2026; ordinary; deemed passed.

Dividend

• Final dividend of Rs 3.10 per share approved.

Director and KM Changes

• Mahendra K. Goyal re-appointed as director (rotated).
• Goyal appointed Group CEO and Managing Director for five years from 21 July 2026.
• Atul Jaggi re-designated as MD – Ride Control from 21 July 2026.

Auditors

• Statutory auditor Price Waterhouse Chartered Accountants LLP appointed for five years.
• Remuneration for Cost Auditors for FY 2026-27 ratified.

Material Related Party Transactions

• Material related party transaction approved with Asia Investments Private Limited for HL Mando Anand India shares.

Transaction summary

• Aug 11, 2026: HDFC Mutual Fund disposed 1,958,593 Gabriel India voting shares, pre-holding 1,31,76,000 (7.43%), post 1,12,17,407 (6.33%).

AGM Notice clarification

• Row 'Subtotal' under Promoters' Holding - Indian in Table (i) page 33 of AGM Notice deleted.
• All other contents of the AGM Notice remain unchanged.