Gabriel India scheme: NCLT nod, 3.36 crore shares issued

What the NCLT Mumbai order approved

The Mumbai Bench of the National Company Law Tribunal (NCLT), through an order dated May 11, 2026, sanctioned a Composite Scheme of Arrangement under Sections 230 to 232 of the Companies Act, 2013. The scheme involves the amalgamation of Anchemco India Private Limited with Asia Investments Private Limited. It also provides for the demerger of a Demerged Undertaking into Gabriel India Limited. Gabriel India disclosed the development to the stock exchange as part of its regulatory filings. The approval gives legal effect to the arrangement subject to the scheme terms and the process steps laid out in the order and scheme documents.

Key milestones and board approvals

The scheme was approved by the respective boards on June 30, 2025, as stated in the disclosure. Two appointed dates are part of the structure: Appointed Date 1 is April 1, 2025 and Appointed Date 2 is April 1, 2026. Appointed dates are central to such schemes because they define from when the transfer and vesting of undertakings and related accounting treatment take effect under the scheme. The disclosures also reference that the scheme’s detailed presentation was uploaded to the stock exchange and made available on the company website. Separately, the company had earlier highlighted that the process would be subject to approvals from creditors, NCLT, stock exchanges, shareholders, and “majority of minority,” alongside regulatory timelines.

Share exchange ratio and who gets Gabriel India shares

As per the scheme, the share exchange ratio is 1,158 equity shares of Re 1 each of Gabriel India for every 1,000 equity shares of Rs 10 each held in Asia Investments Private Limited. This ratio determines the number of Gabriel shares to be issued to eligible shareholders of Asia Investments. Gabriel India also informed the exchange that the record date for determining the shareholders of the demerged undertaking for the purpose of share allotment was May 29, 2026. Record dates are used to identify eligible holders on a cut-off date, ensuring share entitlements are computed consistently. The company’s disclosures indicate allotment followed the record date as per the scheme mechanics.

Share allotment details announced on June 9, 2026

Gabriel India said its Board of Directors, via a circular resolution passed on June 9, 2026, issued and allotted 3,35,86,081 fully paid-up equity shares of face value Re 1 each. These shares were allotted to the equity shareholders of Asia Investments Private Limited who held shares as of the record date, May 29, 2026, in proportion to their respective shareholding in Asia Investments. The company also allotted 2 equity shares of face value Re 1 each for fractional entitlement as provided under the scheme. The disclosure states that the newly allotted shares shall rank pari-passu with the existing equity shares of the company. Gabriel India added that the allotted shares are proposed to be listed and traded on BSE Limited and the National Stock Exchange of India Limited.

What changed in Gabriel India’s paid-up share capital

Following the allotment, Gabriel India said its paid-up equity share capital increased to Rs 17,72,30,023, divided into 17,72,30,023 fully paid-up equity shares of face value Re 1 each. In other words, the share count increased in line with the new issuance under the demerger arrangement.

Joint venture condition precedent with Jinos Co., Ltd

Gabriel India’s disclosure also referred to the fulfillment of conditions precedent related to a joint venture involving Gabriel India Limited and Jinos Co., Ltd. It further referred to the allotment of equity shares by Jinhap Gabriel Auto India Private Limited to Gabriel India Limited and Jinos Co., Ltd in the ratio of 51:49, respectively. The filing positions this as part of the broader corporate actions and restructuring developments communicated to the market. No additional numerical details on the JV allotment were provided in the text beyond the 51:49 ratio.

Dividend updates: last dividend and FY26 final dividend recommendation

The disclosure mentions that the last dividend for Gabriel India Limited (GABRIEL.NS) as of July 27, 2025 was Rs 1.75 per share. Separately, it states that the Board of Directors, in a meeting held on May 13, 2026, recommended a final dividend of Rs 3.10 per share for the year ended March 31, 2026. This final dividend is subject to shareholder approval. These dividend figures are independent of the demerger mechanics, but they are relevant for shareholders tracking capital actions and returns.

Summary table: dates, ratios, and allotment

Market implications for shareholders and trading

From a market structure perspective, the issuance of new equity shares increases the outstanding share count, and those shares are proposed to be listed and traded on BSE and NSE, according to the filing. The company also clarified that the new shares will rank pari-passu, which means they carry the same rights as existing equity shares. For shareholders of Asia Investments Private Limited who were eligible on the record date, the key practical outcome is the receipt of Gabriel India shares under the specified exchange ratio. Dividend decisions remain a separate corporate action, with the FY26 final dividend still requiring shareholder approval as stated.

Why this scheme matters in corporate restructuring terms

Composite schemes that combine amalgamation and demerger steps are typically used to reorganise ownership and consolidate or separate undertakings under a court-approved framework. In this case, the filing explicitly references the amalgamation of Anchemco India Private Limited with Asia Investments Private Limited, followed by the demerger of the Demerged Undertaking into Gabriel India. The company’s earlier commentary about needing multiple approvals and expecting a 10 to 12 month timeline highlights the procedural nature of such restructurings. With the NCLT order dated May 11, 2026 and the subsequent allotment announced on June 9, 2026, Gabriel India’s disclosures indicate that the scheme has progressed into implementation actions such as share issuance.

Conclusion

Gabriel India’s filings show that the NCLT Mumbai sanctioned the composite scheme on May 11, 2026, and that the company has executed the share allotment tied to the May 29, 2026 record date. The allotment of 3,35,86,081 equity shares plus 2 shares for fractional entitlement increased the company’s paid-up share capital to Rs 17,72,30,023, with the new shares proposed to be listed on BSE and NSE. Alongside the scheme updates, the company also disclosed a FY26 final dividend recommendation of Rs 3.10 per share, subject to shareholder approval, and referenced a JV-related share allotment ratio of 51:49. Further steps, as indicated in the disclosures, remain linked to completion of listing formalities and shareholder actions where applicable.