Shareholders meeting

Date: July 28, 2026 BSE Limited National Stock Exchange of India Limited 25th Floor, P. J. Towers, Exchange Plaza, Bandra Kurla Complex, Dalal Street, Bandra (E), MUMBAI – 400 051 MUMBAI – 400 001 (Company Code: GABRIEL) (Company Code: 505714) Sub: Notice of 64th Annual General Meeting (‘AGM’) of Gabriel India Limited Dear Sir/ Madam, Please find enclosed herewith the Notice of 64th AGM of the Company, to be held on Wednesday August 19, 2026 at 02:30 p.m. (IST) through Video Conferencing (‘VC’) / Other Audio Visual Means (‘OAVM’). We request you to take the above information on record and kindly acknowledge the receipt. Thanking you, Yours faithfully, For Gabriel India Limited Nilesh Jain Company Secretary & Compliance Officer Email id: secretarial@gabriel.co.in Encl : a/a Notice GABRIEL INDIA LIMITED CIN: L34101PN1961PLC015735 Registered Office: 29th Milestone, Pune Nashik Highway, Village Kuruli, Taluka Khed Pune - 410 501 Maharashtra, India NOTICE NOTICE is hereby given that the Sixty Fourth Annual LLP, Chartered Accountants (Firm Registration No. General Meeting (‘64th AGM’) of the members of GABRIEL 012754N/N500016), who have completed their first INDIA LIMITED (‘Company’/’Gabriel India’) will be held on term of five consecutive years as Statutory Auditors Wednesday, August 19, 2026, at 02:30 p.m. IST through of the Company, be and are hereby re-appointed for a Video Conferencing (‘VC’)/Other Audio Visual Means second term of five consecutive years to hold office (‘OAVM’) to transact the following businesses: from the conclusion of this Annual General Meeting until the conclusion of the Sixty Ninth Annual General ORDINARY BUSINESSES Meeting of the Company, on such remuneration as may be determined by the Board of Directors 1. To receive, consider and adopt the Audited Financial upon the recommendation of the Audit Committee Statements of the Company for the financial year and in consultation with the Auditors, in addition to ended March 31, 2026, together with the reports of the reimbursement of out-of-pocket expenses incurred Board of Directors and Auditors thereon. in connection with the audit of the accounts of the 2. To receive, consider and adopt the Audited Consolidated Company. Financial Statements of the Company for the financial RESOLVED FURTHER THAT the Board of Directors of year ended March 31, 2026, together with the report of the Company be and is hereby authorised to take all Auditors thereon. such steps as may be necessary, proper or expedient 3. To declare final dividend on 17,72,30,023 equity shares to give effect to this resolution.” of the Company at the rate of ` 3.10 per equity share of face value of ` 1 each (310%) fully paid up, for the SPECIAL BUSINESSES financial year 2025-26. 6. Ratification of remuneration of cost auditor for FY 4. To appoint a director in place of Mr. Mahendra K. Goyal 2026-27 and in this regard, to consider and if thought (DIN: 02605616), who retires by rotation in terms of fit, to pass with or without modification(s) the following Section 152(6) of the Companies Act, 2013, and being resolution as an Ordinary Resolution: eligible, offers himself for re- appointment. “RESOLVED THAT pursuant to the provisions of Section 5. To re-appoint M/s Price Waterhouse Chartered 148 and other applicable provisions, if any, of the Accountants LLP, Chartered Accountants having Companies Act, 2013 read with the Companies (Audit consented to act as the Auditors of the Company and to and Auditors) Rules and Companies (Cost Records and fix their remuneration and in this regard to consider and, Audit) Rules (including any statutory modification(s) if thought fit, to pass with or without modification(s) the or amendment(s) thereto or re-enactment(s) thereof following resolution as an Ordinary Resolution: for the time being in force), the remuneration payable “RESOLVED THAT pursuant to the provisions of to M/s. Dhananjay V. Joshi & Associates, Cost Sections 139, 142 and other applicable provisions, if Accountants, Pune (Firm registration No. 000030), any, of the Companies Act, 2013 and the Companies Cost Auditors of the Company, to conduct the audit (Audit and Auditors) Rules, 2014 (including any of cost records of the Company for the financial year statutory modification(s) or re-enactment(s) ending March 31, 2027, as recommended by the Audit thereof for the time being in force) and based on the Committee of the Company and approved by the Board recommendation of Audit Committee and the Board of of Directors of the Company, amounting to ` 2,00,000/- Directors, Price Waterhouse Chartered Accountants plus applicable taxes and out of pocket expenses Notice (Contd.) incurred for conducting the aforesaid audit, be and is variations or re-enactments thereof from time to time hereby ratified and confirmed. and subject to such approvals as may be necessary, the existing Clause V of the Memorandum of Association RESOLVED FURTHER THAT the Board of Directors of of the Company relating to the Authorised Share Capital the Company be and is hereby authorised to delegate/ be substituted with the following clause: authorise any director and/or official of the Company to take such steps as may be necessary, desirable or “The Authorised Share Capital of the Company is expedient to give effect to this resolution.” ` 20,16,44,204 (Rupees Twenty Crore Sixteen 7. Alteration of Memorandum of Association and in this Lacs Forty-Four Thousand Two Hundred and Four regard to consider and, if thought fit, to pass, with or only) classified into 19,16,44,204 (Nineteen Crore without modification(s), the following resolutions as an Sixteen Lacs Forty-Four Thousand Two Hundred and Ordinary Resolution: Four) Equity shares of ` 1 (Rupee One Only) each and 1,00,000 (One Lac) Redeemable Cumulative "RESOLVED THAT pursuant to the provisions of Preference Shares of ` 100 (Rupees Hundred Only) Sections 13, 61 and other applicable provisions, if any, each. of the Companies Act, 2013 read with the Companies (Share Capital and Debentures) Rules, 2014 (including Any shares of the original or increased capital may any statutory modification(s) or re-enactment thereof from time to time be issued with any such guarantee for the time being in force), the SEBI (Issue of Capital or any such rights of preference, whether in respect of and Disclosure Requirements) Regulations, 2018, the dividends or of payment of capital or both, or any such SEBI (Listing Obligations and Disclosure Requirements) other special privilege or advantage over any shares Regulations, 2015 and the Articles of Association of the previously issued or then about to be issued or with Company, and provisions of any other applicable laws, or such deferred or qualified rights as compared with any any amendment or modifications or any re-enactment shares previously issued or then about to be issued, or thereof and subject to approvals from statutory subject to any such provisions or conditions and with authorities, if required, approval of the members of the any special rights or limited to any such provisions Company be and is hereby accorded for increasing or conditions and with any special rights or limited the authorised share capital of the Company from right or without any right of voting and generally on ` 18,72,40,000 (Rupees Eighteen Crore Seventy-Two such terms as the Company may from time to time Lacs Forty Thousand Only) classified into 17,72,40,000 determine.” (Seventeen Crore Seventy-Two Lacs Forty Thousand) RESOLVED FURTHER THAT the members of the Equity shares of ` 1 (Rupee One Only) each and Company do hereby accord approval to the Board of 1,00,000 (One Lac) Redeemable Cumulative Preference Directors of the Company (hereinafter referred to as Shares of ` 100 (Rupees Hundred Only) each to the ‘Board’, which term shall be deemed to include ` 20,16,44,204 (Rupees Twenty Crore Sixteen Lacs any Committee(s) of the Board or any other persons to Forty-Four Thousand Two Hundred and Four only) [Showing first 8,000 characters — download PDF for full document]