Anand Automobile announces the successful completion of a Composite Scheme of Arrangement involving Anchemco India Private Limited, Asia Investments Private Limited, and Gabriel India Limited. This scheme, sanctioned by the NCLT, involves amalgamation and demerger, leading to a change in the promoter and promoter group shareholding in Gabriel India Limited. The effective date of the scheme was May 22, 2026.
Composite Scheme of Arrangement Effective
Anand Automobile has formally announced the effectiveness of a Composite Scheme of Arrangement, a significant corporate restructuring initiative. The scheme, which received sanction from the Hon’ble National Company Law Tribunal, Mumbai Bench-I on May 11, 2026, became effective upon the filing of Form INC-28 with the Registrar of Companies on May 22, 2026.
Key Entities and Transactions
The Composite Scheme of Arrangement involves several key entities and transactions:
- Amalgamation: Anchemco India Private Limited (formerly Andasia Private Limited) is amalgamated with Asia Investments Private Limited.
- Demerger: The Automotive Undertaking of Asia Investments Private Limited is demerged into Gabriel India Limited.
These transactions have resulted in a change in the shareholding of the promoter and promoter group of Gabriel India Limited, the resulting company.
Shareholding Impact and Consideration
Pursuant to the Scheme, equity shares of Gabriel India Limited have been issued to the shareholders of the Demerged Company. The approved share exchange ratio is 1158 equity shares of ₹1 each for every 1000 equity shares of ₹10 each held in the Demerged Company.
The promoter shareholding in Gabriel India Limited has consequently increased from 55.03% to 63.55%. This increase is primarily due to the issuance of shares under the court-approved Scheme, including allotments to Anfilco Limited (on behalf of Anand Automobiles).
Pre and Post-Scheme Shareholding Pattern
The shareholding pattern of Gabriel India Limited (Resulting Company) has seen significant shifts:
- Pre-Scheme (as on March 31, 2026):
- Promoter and Promoter Group Holding (Total): 7,90,42,417 shares (55.03%)
- Public Holding (Total): 6,46,01,523 shares (44.97%)
- Total Paid-up Capital: 14,36,43,940 shares
- Post-Scheme (as on allotment):
- Promoter and Promoter Group Holding (Total): 11,26,28,500 shares (63.55%)
- Public Holding (Total): 6,46,01,523 shares (36.45%)
- Total Paid-up Capital: 17,72,30,023 shares
Specific details of the acquisition indicate that the acquirers (Anfilco Limited on behalf of Anand Automobiles, Acquirer 1; Anfilco Limited, Acquirer 2; and Anjali Singh on behalf of Anand Automobiles, Acquirer 3) acquired a total of 3,35,86,083 shares (18.95%).
Key Dates and Details
- Effective Date of Scheme: May 22, 2026
- Date of Acquisition/Allotment: June 09, 2026
- Equity Share Capital Before Acquisition: 14,36,43,940 shares of INR 1 each
- Equity Share Capital After Acquisition: 17,72,30,023 shares of INR 1 each
The acquisition mode was primarily through the issuance of shares pursuant to the Composite Scheme of Arrangement, involving merger and demerger of entities.
Fractional Entitlements
Fractional entitlement shares have been allotted to Anfilco Limited, which will hold them in trust. Upon receipt of trading approval, Anfilco Limited will sell these shares in the open market, and the proportionate consideration will be transferred to Anand Automobiles.
Source: BSE
