Gabriel India composite merger: FY25 revenue ₹5,653 cr

What Gabriel India has announced

Gabriel India Limited has approved a major corporate restructuring through a Composite Scheme of Arrangement involving its parent, Asia Investments Private Limited (AIPL), and Anchemco India. The stated objective is to consolidate AIPL’s automotive business and investments into Gabriel, which is already the ANAND Group’s listed flagship. The company positions this as a shift from a suspension-focused profile to a broader “mobility solutions” identity. The restructuring is designed to bring multiple automotive businesses under one listed platform, with Gabriel as the anchor entity. The scheme, as described, also aims to streamline capital allocation and group-level efficiency as ANAND works toward a stated revenue ambition of ₹50,000 crore by 2030. Chairperson Anjali Singh described the move as a strategic realignment aligned to that 2030 goal. The transaction remains subject to shareholder, regulatory, and National Company Law Tribunal (NCLT) approvals. Completion is expected in 10–12 months, subject to these approvals.

The two-step structure of the composite scheme

The mechanics described in the presentation outline a clear sequence. First, Anchemco India is merged into AIPL. Second, AIPL’s automotive business undertaking is demerged into Gabriel India. This demerged undertaking includes Anchemco’s operating business and AIPL’s equity interests in Dana Anand India, Henkel ANAND India, and ANAND CY Myutec Automotive. The end state is a consolidated structure where Gabriel holds the specified stakes in these entities and directly houses the Anchemco business. The company has indicated that IGSS and GEEC (a European R&D tech center) will continue as 100 percent subsidiaries of Gabriel post-transaction. Management commentary also highlighted that the scheme is subject to approvals from creditors, stock exchanges, shareholders, and “majority of minority,” besides the NCLT process. The company said the relevant investor presentation has been uploaded to the stock exchanges and is also available on the company website.

What businesses and stakes move into Gabriel

Under the scheme, Gabriel will acquire AIPL’s automotive business undertaking and investments, which include Anchemco’s portfolio and shareholdings in three automotive component companies. Anchemco’s operations listed in the material include brake fluids, radiator coolants, diesel exhaust fluid (DEF) or Ad-Blue, and PU/PVC-based adhesives. Gabriel is also set to gain equity interests in Dana Anand (EV drivetrains), Henkel Anand (Body-in-White solutions), and Anand CY Myutec (synchronizer rings). Another note in the material describes Dana Anand as operating in axles and drivetrain components including EV, Henkel Anand as operating in Body-in-White parts segments, and Anand CY Myutec as operating in synchronizer rings and aluminium forgings. Separately, the scheme is described as expanding Gabriel’s offerings beyond dampers, shock absorbers, and front forks into a multi-product automotive components profile. The stated expanded portfolio spans drivetrain components for EVs, Body-in-White and NVH solutions, synchronizer rings, aluminium forgings, and sunroofs.

Share issuance and exchange ratio

Gabriel will issue fresh equity shares to the promoters of AIPL as consideration for the transfer. The company has disclosed a swap ratio under the approved scheme: Gabriel will issue 1,158 equity shares of ₹1 each for every 1,000 equity shares of ₹10 held in AIPL. One brokerage-style note included in the provided material adds that the company shall be issuing 3.36 crore shares of Gabriel India to the promoter entity, resulting in promoter shareholding rising from 55 percent to 63.5 percent. The same note describes an “effective acquisition price” of about ₹2,350 crore (at about ₹700 per share, based on the prevailing price as of the close of 30 June). These details were presented as part of deal assessment and are not described as company guidance.

Financial snapshot disclosed for FY25 (post-merger)

The material provides a pro forma FY25 consolidated revenue figure post-merger of ₹5,653 crore. It also provides a line-item break-up with ownership percentages and separate profitability metrics. FY25 EBITDA (post-merger) is stated at ₹666 crore and FY25 PAT (post-merger) at ₹390 crore. The same section mentions expected earnings accretion of about ₹7 per share, described as about 41 percent YoY. Management commentary in the material also indicates the scheme is expected to be EPS accretive by ₹7 per share in FY25 (about 41 percent) “without any debt or cash outflow.” Another note adds that “effective Gabriel sales exposure” would rise to about ₹8,000 crore (about 40 percent of group), but actual sales addition would be limited to about ₹500 crore because not all businesses are 100 percent owned.

FY25 revenue break-up shared with ownership percentages

The revenue break-up in the material lists individual entities alongside ownership percentages for the businesses being brought under Gabriel, indicating the extent of economic interest. Gabriel’s own FY25 revenue is stated at ₹4,063 crore. The businesses being added include Dana Anand at ₹2,670 crore (with a 25.1 percent Gabriel share), Henkel Anand at ₹890 crore (49 percent), Anand CY Myutec at ₹204 crore (76 percent), and Anchemco India at ₹329 crore (100 percent). The scheme is described as consolidating the group’s mobility businesses under a single listed entity, though the ownership percentages indicate partial holdings in three of the four additions.

Approvals, timeline, and advisors on the transaction

The scheme is explicitly subject to approvals from shareholders, regulatory bodies, and the NCLT. Management also referred to creditor approvals, stock exchange processes, and a “majority of minority” vote as key gates. The expected completion timeline is 10–12 months, subject to regulatory approvals. On advisors, the material states JM Financial is advising on the deal. Other key advisors listed include Katalyst, KPMG, BDO, and ICICI Securities. These names are presented as part of transaction execution support and governance processes. The multi-layer approval structure is typical for a composite scheme that includes both merger and demerger steps.

How this fits with other recent actions by Gabriel

The provided text also references other corporate actions that add context to Gabriel’s expansion beyond its legacy product base. On January 24, 2025, Gabriel India announced the acquisition of assets from Marelli Motherson Auto Suspension Parts Private Limited (MMAS) through an Asset Purchase Agreement. MMAS is described as a Pune-based 50:50 joint venture between Marelli Europe S.p.A. (formerly Magneti Marelli S.p.A.) and Samvardhana Motherson International Limited. Gabriel also indicated it would enter into a License Agreement and a Technical Assistance Agreement with Marelli Suspension Systems Italy S.p.A. to strengthen advanced suspension offerings. The company stated the acquisition adds annual manufacturing capacity of 3.2 million shock absorbers and 1 million gas spring units.

Another disclosed step is Gabriel’s investment to build capabilities through a joint venture structure. Following a board meeting on July 9, 2025, Gabriel India said it would invest ₹26.83 crore to acquire a 51 percent stake in Jinhap Automotive India Private Limited (JAIPL), creating a joint venture with South Korean company Jinos Co., Ltd. The stated purpose is to manufacture fasteners for automotive and industrial applications. Taken together with the composite scheme, these actions illustrate a broader push to expand products and capabilities, while using Gabriel as the listed vehicle for multiple group assets.

Market view references included in the material

The text also contains references to external ratings and targets. One note shows “Rating: BUY”, “Target Price: ₹1,260”, “Share Price: ₹1,023”, dated 18 November 2025. Another note shows “CMP: ₹975”, “Target: ₹1,000 (3%)”, “Target Period: 12 months”, “HOLD”, dated July 2, 2025. A further assessment in the material pegs “effective consolidated PAT accretion” at about ₹180 crore and uses that to derive an “effective P/E” of about 13x on FY25 basis (2,350/180). The same note also mentions an FY27E consolidated PAT of about ₹600 crore post-merger and an implied P/E of about 29x on FY27E basis at an “effective market cap” of about ₹17,000 crore, which it says caps upside potential. These are third-party style estimates presented in the input and should be read as such.

Conclusion: what changes if the scheme is completed

If completed, the composite scheme would reorganise several ANAND Group automotive assets and minority stakes under Gabriel India, broadening the listed entity’s product mix beyond suspension systems. The scheme outlines a specific share issuance mechanism, targets completion in 10–12 months, and is subject to multiple approvals including the NCLT. The company has also linked the move to the group’s stated ₹50,000 crore revenue ambition for 2030, with Gabriel positioned as the platform to execute that strategy. The next milestones, as described, are shareholder and regulatory processes and the NCLT pathway before the restructuring becomes effective.

Address and grievance contact as provided in the material: SAMCO Securities Limited, 1004-A, 10th Floor, Naman Midtown - A Wing, Senapati Bapat Marg, Prabhadevi, Mumbai - 400 013, Maharashtra, India. Email: grievances@samco.in