Key Resolutions and Financial Details

Ordinary Business

1. Adoption of Financial Statements: To receive, consider and adopt Audited Financial Statements and Consolidated Financial Statements for FY ended March 31, 2026

2. Final Dividend: Declaration of final dividend on 17,72,30,023 equity shares at rate of ₹3.10 per equity share (310%) of face value ₹1 each for financial year 2025-26

3. Director Re-appointment: Re-appointment of Mr. Mahendra K. Goyal (DIN: 02605616) who retires by rotation

4. Auditor Re-appointment: Re-appointment of Price Waterhouse Chartered Accountants LLP as Statutory Auditors for second term of five years until 69th AGM, with proposed fees of ₹94 lakhs per annum for FY 2026-27 (excluding taxes and out-of-pocket expenses)

Special Business

5. Cost Auditor Remuneration: Ratification of remuneration payable to M/s. Dhananjay V. Joshi & Associates, Cost Accountants amounting to ₹2,00,000 plus applicable taxes for FY 2026-27

6. Capital Increase: Increase authorized share capital from ₹18,72,40,000 to ₹20,16,44,204 by creating additional 1,44,04,204 equity shares of ₹1 each

7. Articles of Association: Adoption of new set of Articles of Association replacing existing ones

8. Borrowing Limits: Enhancement of borrowing limits under Section 180(1)(c) from ₹500 crore to ₹1,600 crore

9. Charges Creation: Approval for creation of charges on company assets under Section 180(1)(a) to secure borrowings up to ₹1,600 crore

10. Investment Limits: Enhancement of investment limits under Section 186 to ₹4,000 crore for loans, guarantees, and securities acquisitions

Material Related Party Transaction

11. HMAI Acquisition: Approval for material related party transaction with Asia Investments Private Limited (Promoter) for purchase of 4,81,34,427 equity shares (28.99% stake) of HL Mando Anand India Private Limited (face value ₹10 each) for aggregate consideration up to ₹22,31,03,06,915

  • Consideration Structure: ₹18,81,03,05,962 through preferential allotment of 1,44,04,204 equity shares of Gabriel India at ₹1,305.89 per share + ₹3,50,00,00,953 cash consideration
  • Valuation: Based on valuation reports from KPMG Valuation Services LLP and BDO Valuation Advisory LLP recommending exchange ratio of 355 Gabriel India shares for every 1,000 HMAI shares
  • Strategic Rationale: Access to next-gen automotive products, expansion of manufacturing footprint, and positioning as India's leading automotive component manufacturer

Preferential Issue

12. Preferential Allotment: Issue of up to 1,44,04,204 equity shares of face value ₹1 each at issue price of ₹1,305.89 per share to Asia Investments Private Limited aggregating ₹18,81,03,05,962

  • Relevant Date: July 20, 2026 for floor price calculation
  • Lock-in Period: 18 months for preferential shares + 90 days trading lock-in for pre-issue promoter holding
  • Post-issue Shareholding: Asia Investments holding to increase from 42.67% to 46.98%; public shareholding to reduce from 36.45% to 33.71%

Management Appointments

13. Mr. Mahendra K. Goyal: Re-designation from Non-Executive to Executive Director and appointment as Group CEO & Managing Director for 5 years from July 21, 2026 to July 20, 2031

  • Remuneration: Salary of ₹40 million per annum plus continuation of compensation as MD of Anand Automotive Private Limited
  • Background: Chartered Accountant, Company Secretary, and Cost Accountant with 31 years experience in ANAND Group

14. Mr. Atul Jaggi: Re-designation as Managing Director (Ride Control) from July 21, 2026 until October 17, 2029 (existing term)

  • Remuneration: Unchanged from previously approved terms (FY 2025-26: ₹29.82 million)

AGM Details

  • Date: Wednesday, August 19, 2026
  • Time: 02:30 PM IST
  • Mode: Video Conferencing/Other Audio Visual Means (e-AGM)
  • Cut-off Date: August 12, 2026 for dividend eligibility and voting rights
  • Remote e-voting Period: August 16, 2026 (9:00 AM) to August 18, 2026 (5:00 PM)

Financial Impact Assessment

  • Dividend Outflow: Approximately ₹54.94 crore based on 17,72,30,023 shares × ₹3.10 per share
  • Acquisition Value: ₹2,231.03 crore for 28.99% stake in HMAI
  • Capital Increase: Additional authorized capital of ₹1,44,04,204
  • Borrowing Capacity: Enhanced by ₹1,100 crore to total ₹1,600 crore

Corporate Action Timeline

  • Book Closure: August 13, 2026 to August 19, 2026 (both days inclusive)
  • Dividend Payment: To members on register as of August 12, 2026
  • Allotment Completion: Within 15 days of shareholder approval for preferential issue