Gabriel India scheme: key dates, ratio, shareholding (2026)

What happened and why it matters

Gabriel India Limited has moved ahead with a court-approved restructuring that reshapes how the group’s automotive assets sit within listed Gabriel. The National Company Law Tribunal (NCLT), Mumbai Bench sanctioned a Composite Scheme of Arrangement involving (1) amalgamation of Anchemco India Private Limited with Asia Investments Private Limited (AIPL) and (2) demerger of the Demerged Undertaking into Gabriel India Limited under Sections 230 to 232 of the Companies Act, 2013. The NCLT order is dated May 11, 2026.

The restructuring matters for investors for two reasons. First, it triggered a material change in promoter group shareholding in Gabriel India after shares were issued under the scheme. Second, the scheme includes a specified share exchange ratio and formal “appointed dates”, which determine how the transaction is implemented and from when it is considered effective for accounting and legal purposes.

The scheme structure in plain terms

The composite scheme is a multi-step process. Anchemco India Private Limited is to be merged into Asia Investments Private Limited. Separately, the “Demerged Undertaking” of AIPL is to be transferred into Gabriel India Limited.

As described in company disclosures, the automotive business undertaking being vested into Gabriel includes Anchemco’s business and certain investment interests. The undertaking includes manufacturing of brake fluids, radiator coolants, diesel exhaust fluid (DEF) or ad-blue, and PU or PVC based adhesives. It also includes investments in Dana Anand India, Henkel ANAND India, and ANAND CY Myutec Automotive.

The stated intent of the group reorganisation is to consolidate the auto-related businesses, with certain non-auto investments remaining in AIPL.

Key dates: board approval, appointed dates, NCLT sanction

Gabriel India’s board approved the draft Composite Scheme of Arrangement at its meeting on June 30, 2025, after considering recommendations from the Audit Committee and a Committee of Independent Directors, as per the filing.

The scheme carries two appointed dates. Appointed Date 1 is April 1, 2025 and Appointed Date 2 is April 1, 2026. The NCLT Mumbai Bench sanctioned the scheme by its order dated May 11, 2026.

Separately, Gabriel India had fixed May 29, 2026 as the record date to determine shareholders of AIPL entitled to receive Gabriel shares under the scheme.

Share exchange ratio and what AIPL shareholders receive

The scheme specifies a share exchange ratio of 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. The company has reiterated the same in simpler terms as well: it will issue 1,158 shares for every 1,000 AIPL shares.

In disclosures around the 2025 announcement, the transaction was described as being done at an FY25 EV/EBITDA valuation multiple of 8 times, with no debt or cash payout. The company had indicated an expected completion timeline of 10 to 12 months, subject to shareholder and regulatory approvals.

Share allotment details and impact on equity capital

As part of giving effect to the demerger leg of the scheme, the board, via a circular resolution dated June 09, 2026, issued and allotted 3,35,86,081 fully paid-up equity shares of face value Re 1 each to equity shareholders of AIPL as on the record date of May 29, 2026. In addition, 2 equity shares of face value Re 1 each were issued for fractional entitlement under the scheme.

Following the allotment, Gabriel India’s 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. The newly allotted equity shares are to rank pari passu with existing shares and are proposed to be listed and traded on BSE Limited and the National Stock Exchange of India Limited.

Promoter holding rises; open offer exemption cited

Gabriel India reported that promoter group shareholding increased to 63.55% from 55.02% due to the composite scheme of arrangement, which it said became effective on May 22, 2026.

The share issuance under the court-approved scheme also resulted in an open offer exemption being available under the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The disclosure cites Regulation 10(1)(d)(ii) as the basis for the exemption.

Market reaction: July 2025 upper circuit move

The scheme announcement also influenced market sentiment in 2025. On July 2, 2025, shares of Gabriel India Ltd (NSE: GABRIEL) surged 20% to hit the upper circuit at Rs 1,011.30 on the NSE in early trade.

The stock was reported at Rs 1,011.30 at 10:30 a.m., which was 20% above the previous close. The shares also hit the 20% upper circuit for the second straight day and were trading at Rs 1,011.30 as of 12:30 PM on July 2.

In addition, buying interest was reported after NSE and BSE issued a ‘no objection’ letter to the company for the merger and demerger steps described in the composite scheme.

Other board action: rights issue in JV subsidiary

Alongside the scheme-related developments, the board approved an investment of Rs 1,38,24,425 by subscribing to 11,05,954 equity shares of Jinhap Gabriel Auto India Private Limited under a rights issue. This maintained Gabriel India’s shareholding at 51% in the entity, as disclosed.

Key facts at a glance

Why the development is tracked closely

For listed companies, court-approved schemes can change ownership patterns without market purchases, because shares are issued as consideration to shareholders of an entity being merged or demerged. In Gabriel India’s case, the post-scheme promoter group stake increase and the open offer exemption reference under the SAST Regulations are central disclosures for minority shareholders.

The transaction also clarifies what business segments and investment interests are intended to move into the listed entity, and the exchange ratio sets the economic terms for AIPL shareholders receiving Gabriel shares.

Conclusion

Gabriel India’s NCLT-sanctioned composite scheme sets out a defined restructuring path: merger of Anchemco into AIPL and demerger of the specified undertaking into Gabriel, with a 1,158-for-1,000 share swap and a record date of May 29, 2026. The company has already completed a major procedural step through the June 9, 2026 allotment and disclosed the resulting increase in promoter shareholding. The next operational milestones will be linked to the listing and trading of the newly allotted shares on BSE and NSE as proposed by the company.