Summary of Key Information:

Reporting Period (Quarter/Year): Not Applicable

Nature of Filing / Announcement: Disclosure of outcome of Board Meeting under Regulation 30 of SEBI LODR Regulations

Key Financial Highlights:

Not Specified

Corporate Actions:

The Board of Directors approved the following:

  • Execution of a Joint Venture Agreement (JVA) with Faurecia Automotive Seating India Private Limited (FASI) to form a Joint Venture Company (JV Co.)
  • Initial aggregate investment of INR 20,00,00,000 (Indian Rupees Twenty Crores) in JV Co.
  • Gabriel India investment: INR 9,99,99,990 (Indian Rupees Nine Crores Ninety Nine Lakhs Ninety Nine Thousand Nine Hundred and Ninety) for 50% less 1 equity share
  • FASI investment: INR 10,00,00,010 (Indian Rupees Ten Crores and Ten Rupees) for 50% plus 1 equity share
  • Additional aggregate investment of INR 80,00,00,000 (Indian Rupees Eighty Crores) upon completion of conditions precedent
  • Gabriel India investment: INR 40,00,00,000 (Indian Rupees Forty Crores)
  • FASI investment: INR 40,00,00,000 (Indian Rupees Forty Crores)
  • Final paid-up equity share capital of JV Co.: INR 100,00,00,000 (Indian Rupees One Hundred Crores)
  • Gabriel India total investment: INR 49,99,99,990
  • FASI total investment: INR 50,00,00,010
  • Final shareholding: Gabriel India 50% less 1 share, FASI 50% plus 1 share

Other Significant Information:

JV Business Scope: Developing, manufacturing, assembling, marketing, selling and distributing primarily passenger vehicle seats, either completely assembled seats or their components/sub-assemblies/systems (excluding mechanisms), in India and other mutually agreed countries.

Proposed JV Name: Faurecia Anand Seating India Private Limited or any other name approved by Registrar of Companies.

Additional Agreements to be Executed:

  • Technical Services and Intellectual Property License Agreement (TIPLA) between Faurecia Sieges D'Automobile (Forvia), Faurecia India Private Limited, and JV Co.
  • Management & Corporate Service Agreement (CSA) between Anand Automotive Private Limited (AAPL) and JV Co.
  • Management & Corporate Service Agreement (FASI-CSA) between FASI and JV Co.
  • Business Transfer Agreement (BTA) between FASI and JV Co. to acquire existing frames business of FASI as a going concern on slump sale basis (excluding mechanism)

Governance Structure:

  • Board composition: 6 Directors (3 from each party)
  • Chairman (with casting vote): Nominated from amongst FASI Directors
  • COO to be appointed by FASI
  • Deputy COO to be appointed by Gabriel India
  • Voting rights proportional to shareholding with certain reserved matter items

Timeline: Expected completion by December 31, 2026 or other mutually agreed date.

Related Party Status: Initial subscription does not qualify as Related Party Transaction. Post-incorporation, JV Co. will become an Associate and hence Related Party of Gabriel India.

Strategic Rationale: Diversification into powertrain agnostic product segment within automotive components industry.