ANFILCO Limited has announced a significant change in the promoter shareholding of Gabriel India Limited, its “Target Company,” following the effective date of a Composite Scheme of Arrangement. This complex arrangement involved the amalgamation of Anchemco India Private Limited with Asia Investments Private Limited and the demerger of an automotive undertaking into Gabriel India Limited. The scheme’s implementation resulted in a substantial increase in the promoter group’s stake.
Composite Scheme of Arrangement Implementation
ANFILCO Limited has disclosed a significant shift in the promoter and promoter group shareholding of Gabriel India Limited, identified as the “Target Company.” This change is a direct consequence of a Composite Scheme of Arrangement that received court approval and became effective on May 22, 2026. The Hon’ble National Company Law Tribunal, Mumbai Bench-I, sanctioned the scheme via an order dated May 11, 2026.
Key Components of the Scheme
The Composite Scheme of Arrangement involved several critical steps:
- The amalgamation of Anchemco India Private Limited (formerly known as Andasia Private Limited) with Asia Investments Private Limited.
- The demerger of the Automotive Undertaking from Asia Investments Private Limited into Gabriel India Limited.
As a consideration for this arrangement, equity shares were issued by Gabriel India Limited to the shareholders of the Demerged Company, based on an approved share exchange ratio. Specifically, 1158 equity shares of ₹1 each were issued for every 1000 equity shares of ₹10 each held in the Demerged Company.
Shareholding Changes Detailed
The scheme’s execution has led to a notable increase in the promoter shareholding of Gabriel India Limited. Pre-scheme, the promoter and promoter group held 55.03% of the company’s shares. Post-scheme, this holding has risen to 63.55%. This increase is primarily attributed to the issuance of shares under the court-approved scheme, including allotments to ANFILCO Limited and entities holding shares on behalf of Anand Automobiles.
The pre and post-scheme shareholding patterns are as follows:
Pre-Scheme Shareholding (as on March 31, 2026)
- Asia Investments Private Limited: 7,56,17,079 shares (52.64%)
- Mrs. Kiran Anand: 27,45,146 shares (1.91%)
- Mrs. Anjali Singh: 6,41,942 shares (0.45%)
- Mr. Tejbir Singh: 38,250 shares (0.03%)
- ANFILCO Limited (on behalf of Anand Automobiles): Not applicable (promoter group)
- Mrs. Anjali Singh (on behalf of Anand Automobiles): Not applicable (promoter group)
- ANFILCO Limited (Trustee for fractional shares): Not applicable
- 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 Shareholding (as on allotment)
- Asia Investments Private Limited: 7,56,17,079 shares (42.67%)
- Mrs. Kiran Anand: 27,45,146 shares (1.55%)
- Mrs. Anjali Singh: 6,41,942 shares (0.36%)
- Mr. Tejbir Singh: 38,250 shares (0.02%)
- ANFILCO Limited (on behalf of Anand Automobiles): 3,29,22,161 shares (18.58%)
- Mrs. Anjali Singh (on behalf of Anand Automobiles): 1 share (0.00%)
- ANFILCO Limited (Trustee for fractional shares): 2 shares (0.00%)
- 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
Acquisition Details and Disclosure
The acquisition of shares and voting rights by promoter group entities has triggered disclosure requirements under Regulation 29(1) of the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011. The acquirers, including ANFILCO Limited (“Acquirer 1” and “Acquirer 2”) and Anjali Singh (“Acquirer 3”), have been issued shares pursuant to the Composite Scheme of Arrangement. Existing shareholders like Asia Investments Private Limited, Kiran Anand, Anjali Singh, and Tejbir Singh are also considered persons acting in concert.
The total shares carrying voting rights acquired amount to 3,35,86,083 shares, representing 18.95% of the total diluted share capital. This includes 3,29,22,161 shares (18.58%) for Acquirer 1, 6,63,919 shares (0.37%) for Acquirer 2, and 1 share (0.00%) for Acquirer 3. The acquisition date is noted as June 9, 2026.
ANFILCO Limited, acting as “Acquirer 2”, will hold fractional entitlement shares in trust and will sell them in the open market upon receiving trading approval. The consideration will then be transferred to Anand Automobiles.
The total diluted share/voting capital of Gabriel India Limited after the acquisition stands at 17,72,30,023 shares of INR 1 each.
Source: BSE
