Amendment to AOA/MOA

Date: July 21, 2026 BSE Limited National Stock Exchange of India Limited Corporate Relations Department Listing Department P J Towers, Exchange Plaza, Plot No. C-1, G Block, Dalal Street, Fort Bandra Kurla Complex, Bandra (East) Mumbai – 400001 Mumbai – 400051 Scrip Code: 505714 Trading Symbol: GABRIEL Sub: Outcome of the Board Meeting Ref: Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) Dear Sir/Ma’am, This is to inform you that the Board of Directors of the Company, in its Meeting held on Tuesday, July 21, 2026, have discussed and approved the following: 1. Un-audited Financial Results (Standalone & Consolidated) for the quarter ended on June 30, 2026. Pursuant to Regulations 30 and 33 of the Listing Regulations, please find enclosed herewith the Unaudited Financial Results (Standalone and Consolidated) of the Company for the Quarter ended on June 30, 2026, duly approved by the Board of Directors at their meeting held today along-with Limited Review Report of the Statutory Auditors enclosed herewith as Annexure 1. 2. Preferential allotment of equity shares (for consideration other than cash): The Company has approved issuance and allotment of equity shares of the Company on a preferential basis, for consideration other than cash, to Asia Investments Private Limited (Promoter and holding company of the Company), as part consideration for the acquisition by the Company, from Asia Investments Private Limited, of equity shares of HL Mando ANAND India Private Limited (formerly known as Mando Automotive India Private Limited), as more particularly set out below, for an aggregate consideration of up to INR 18,81,03,05,962/- (Indian Rupees One Thousand Eight Hundred and Eighty One Crores Three Lakhs Five Thousand Nine Hundred and Sixty Two Only), subject to the approval of the shareholders of the Company and such Regulatory/ Statutory approvals, as may be required. Relevant details pertaining to the same are enclosed herewith as Annexure 2. Page 1 of 14 3. Acquisition of 28.99 % (Twenty-Eight Point Nine Nine Percent) of the equity share capital of HL MANDO ANAND India Private Limited (Formerly Known as Mando Automotive India Private Limited): The Company shall enter into a Share Purchase Agreement with its promoters, Asia Investments Private Limited (“Holding Company and Promoter of the Company ”), (the “Share Purchase Agreement”) pursuant to which the Company has agreed to acquire 4,81,34,427 (Four Crore Eighty-One Lakh Thirty-Four Thousand Four Hundred Twenty-Seven) fully paid-up equity shares of face value of INR 10 (Indian Rupees Ten Only) each, of HL MANDO ANAND India Private Limited (formerly known as Mando Automotive India Private Limited) (“Sale Shares”) constituting 28.99% (Twenty-Eight Point Nine Nine Percent) of the total voting share capital of HL MANDO ANAND India Private Limited (formerly known as Mando Automotive India Private Limited) on a fully diluted basis, from Asia Investments Private Limited, the holding company and Promoter of the Company, at a price of INR 463.50 (Indian Rupees Four Hundred and Sixty Three and Fifty Paise Only) per Sale Share. The consideration for the aforesaid acquisition shall be discharged by the Company as follows: a. By way of issue and allotment of 1,44,04,204 (One Crore Forty Four Lakhs Four Thousand Two Hundred and Four) equity shares of the Company having face value of INR 1 (Indian Rupees One Only) each fully paid-up to Asia Investments Private Limited on a preferential allotment basis, at an issue price of INR 1,305.89 per equity share aggregating to INR 18,81,03,05,962/- (Indian Rupees One Thousand Eight Hundred and Eighty One Crores Three Lakhs Five Thousand Nine Hundred and Sixty Two Only) as mentioned aforesaid; and b. The balance consideration of INR 3,50,00,00,953/- (Indian Rupees Three Hundred and Fifty Crore Nine Hundred and Fifty Three Only) discharged by way of cash consideration. This is a strategic step towards positioning Gabriel India Limited as the ANAND Group's growth vehicle and business consolidation platform for the automotive components sector, thereby enhancing long-term stakeholder value. Relevant details pertaining to the same is enclosed as Annexure 3. Page 2 of 14 4. Alteration of Memorandum & Articles of Association of the Company a. Consequent to the approval of the Board of Directors for preferential allotment and subject to approval of the Members of the Company, the capital clause of the Memorandum of Association shall be amended to such extent as may be approved by the members of the Company in the ensuing Annual General Meeting or by conduct of Postal Ballot; b. The Articles of Association of the Company shall be altered to such extent as is required to align with the requirements of the Companies Act, 2013. The Memorandum and Articles of Association shall be placed before the members in ensuing Annual General Meeting of the Company or by conduct of Postal Ballot. The Board Meeting commenced at 04:00 P.M. IST and concluded at 05:00 P.M. IST. The details under Regulation 30 & Schedule III of the Listing Regulations read along with SEBI Master Circular no. SEBI/HO/49/14/14(7)2025-CFDPOD2/I/3762/2026 dated 30 January 2026 and such other circulars as applicable, are given as per annexures. Please take note of the same. Thanking you. For Gabriel India Limited Nilesh Jain Company Secretary Encl: As above Page 3 of 14 Annexure-A GABRIEL INDIA LIMITED Registered office 29th Milestone Pune- Nashik Highway Vill-Kuruli, Tal Khed Pune-410501 CIN-L34101PN1961PLC015735 STATEMENT OF STANDALONE UNAUDITED FINANCIAL RESULTS FOR THE QUARTER ENDED JUNE 30, 2026 (Amount in Rs. Million) Quarter ended Year ended 30.06.2026 31.03.2026 30.06.2025 31.03.2026 S.No. Particulars (Unaudited) (Unaudited) (Unaudited) (Audited) (Refer note 1 (Refer note 1 (Refer note 1 below) below) below) Income I Revenue from operations 12,742.47 12,097.30 1 0,716.81 4 5,773.41 II Other income 1 86.79 1 14.01 7 1.15 518.16 III Total Income (I+II) 12,929.26 12,211.31 10,787.96 46,291.57 IV Expenses Cost of materials consumed 9,487.25 8,933.43 7 ,834.66 3 3,643.00 Purchases of stock-in-trade 1 15.30 7 8.98 6 9.48 3 73.60 Changes in inventories of finished goods, work-in-progress and stock-in-trade (5.08) 119.04 9 .61 8 8.21 Employee benefits expense 7 48.30 6 80.91 6 98.15 2 ,819.20 Depreciation and amortisation expense 2 31.41 2 26.91 2 25.28 9 05.07 Other expenses 1,324.70 1,207.94 1 ,137.85 4 ,758.74 Finance costs 2 9.14 3 8.06 3 0.75 1 51.96 Total expenses 11,931.02 11,285.27 10,005.78 42,739.78 V Profit before tax and exceptional item (III-IV) 998.24 926.04 782.18 3 ,551.79 VI Exceptional item (Refer note 5 below) - 3.46 - 133.46 VII Profit before tax (V - VI) 998.24 922.58 782.18 3,418.33 Current tax 2 26.69 2 06.76 205.47 7 72.71 Tax expense charge / (credit) relating to prior years - 5.52 (23.06) 5 .98 Deferred tax 11.87 49.41 3 .64 5 4.42 VIII Total tax expense 238.56 261.69 186.05 833.12 IX Net Profit after tax (VII - VIII) 759.68 660.89 596.13 2 ,585.21 X Other comprehensive income Items that will not be reclassified to profit or loss Remeasurement of post-employment benefit obligations (5.00) (0.11) ( 4.20) (21.91) Income tax relating to above 1.26 0.03 1 .05 5 .51 Items that may be reclassified to profit or loss - - - - Other comprehensive income for the period/year, net of tax (3.74) (0.08) (3.15) (16.40) XI Total comprehensive income for the period/year net of tax (IX + X) 755.94 660.81 592.98 2 ,568.81 Paid up Equity share capital (Face value Rs. 1/-each) 177.23 143.64 143.64 143.64 Reserves and surplus 1 4,343.42 XII Earnings per Equity share (nominal value of Rs. 1/- each, not annualized) (refer note 1 below) Basic and Diluted (Rs.) 4 .29 3 .73 3 .36 1 4.59 Notes: 1 The Board of Directors, at its meeting held on June 30, 2025, approved a Composite Scheme of Arrangement (the "Scheme") involving the merger of Anchemco India Private [Showing first 8,000 characters — download PDF for full document]