To,
The Members,
Your Directors present the 63rd Annual Report on the business and operations
of Gabriel India Limited ('the Company'), along with the Audited Financial Statements for
the financial year ended March 31,2025.
FINANCIAL RESULTS
(' in million)
Particulars |
Financial Year 2024-25 |
Financial Year 2023-24 |
Net Sales |
35,785.14 |
33,032.13 |
Earnings before Interest, Tax and Depreciation and Amortisation
(EBITDA) |
3,242.05 |
2,929.70 |
Finance Cost |
40.79 |
54.36 |
Depreciation and amortisation expenses |
632.58 |
565.77 |
Profit/(Loss) Before Tax (PBT) |
2,847.23 |
2,500.38 |
Provision for Taxation: |
|
|
- Current Tax |
748.05 |
669.71 |
- Deferred Tax |
(19.49) |
(20.93) |
Profit/(Loss) After Tax (PAT) |
2,118.67 |
1,851.60 |
Profit/(Loss) Account Balance at the beginning of the year |
9,281.21 |
7,899.18 |
Profit available for appropriations |
11,375.01 |
9,733.70 |
Appropriations: |
- |
- |
Dividend on Equity Shares |
610.49 |
452.48 |
Tax on Dividend |
- |
- |
Transferred to General Reserves |
- |
- |
Profit/(Loss) Account balance at the end of the year |
10,764.52 |
9,281.21 |
FINANCIAL/PERFORMANCE HIGHLIGHTS
Your Company recorded net sales of '35,785.14 million in financial year 2024-25 as
compared to '33,032.13 million in financial year 2023-24, a growth of 8.3%. It reported a
10.6% growth in EBITDA to '3,242.05 million, largely due to volume growth across business
units viz 2&3 wheelers, Passenger cars and aftermarket. The Company's profit before
tax stood at '2,847.23 million, an increase of 13.9% over the financial year 2023-24.
Profit after tax of the Company was pegged at '2,118.67 million in financial year 2024-25
as compared to '1,851.60 million in the financial year 2023-24. The EPS increased to
'14.75 per share in financial year 2024-25 from '12.89 per share in the financial year
2023-24.
BUSINESS OUTLOOK
In FY 2024-25, the global economy faced significant headwinds, prompting the IMF to
lower its global GDP growth forecast to 2.8% from an earlier estimate of 3.3%. This
slowdown was driven by escalating trade tensions, policy uncertainties, and persistent
inflationary pressures. The impact on advanced economies varied. Growth in the United
States was revised to 1.8% due to new tariffs and associated trade disruptions, while the
United Kingdom's projection was reduced to 1.1%. The Eurozone showed marginal improvement
but continued to grapple with supply chain adjustments and geopolitical instability.
Amid these global challenges, India further strengthened its position as a key growth
engine among emerging markets. The Indian economy expanded by 6.4% in FY 2024-25,
supported by strong rural consumption, sustained infrastructure investment, a resilient
services sector, and a stable macroeconomic environment. Robust agricultural output and
targeted government spending played a pivotal role in maintaining economic momentum.
India's automotive industry also posted strong growth. Total vehicle sales reached 25.6
million units, reflecting a 7.3% year-on-year increase. Passenger Vehicle sales surged to
an all-time high of 4.3 million units, driven by rising demand for SUVs, while Commercial
Vehicle sales saw a marginal decline, the Electric Vehicle segment grew by 17%, with
nearly 2 million EVs sold during the year.
Looking ahead to FY 2025-26, the sector is expected to grow at a steady pace of 6-8%,
driven by increasing urban demand, improving rural sentiment, and the government's
continued focus on electric mobility, localisation, and infrastructure development.
Gabriel India remains focused on integrating and stabilising new business verticals to
unlock long-term value. With over six decades of manufacturing and engineering excellence,
the Company is committed to financial discipline, operational resilience, and
sustainability. A structured three-year localisation roadmap is being implemented to
enhance customer responsiveness, improve competitiveness, and deepen market engagement.
Supported by sustained investments in technology and R&D, Gabriel India is well
positioned to lead the next phase of automotive transformation.
OPERATIONS AND STRATEGIC MOVES
FY 2024-25 was a year of strong operational performance and strategic advancement for
Gabriel India. The Company delivered record revenues, broadened its product portfolio,
strengthened customer relationships, and expanded its manufacturing capabilities.
On January 24, 2025, the Board of Directors of the Company had accorded its approval
for execution of Asset Purchase Agreement (the 'Agreement') with Marelli Motherson Auto
Suspension Parts Private Limited (MMAS), Marelli Europe S.p.A, and Samvardhana Motherson
International Limited, for the acquisition of identified assets of MMAS relating to the
manufacturing of passive shock absorbers, struts and gas dampers, subject to the
satisfaction of customary conditions. All the conditions specified in the Agreement were
duly satisfied, and the company had completed the acquisition on April 01, 2025. This move
added an annual production capacity of 3.2 million shock absorbers and 1 million gas
springs, enabling Gabriel India to expand its manufacturing footprint significantly and
diversify into the gas springs segment. The acquisition is expected to strengthen the
Company's market presence and enhance its ability to serve both domestic and export
customers with a broader and more integrated product range.
During the year, the Company entered into a Technical Assistance Agreement with
TracTive Suspension B.V. (TracTive), to exclusively use the Licensed IP of TracTive in
India for manufacturing of DDA valves for use in motorbike shocks and cartridges, OEM
sales, OES sales and aftermarket sales, enabling Gabriel India to align its capabilities
with global standards and cater to the growing demand for intelligent and
performance-driven mobility solutions.
The Board of Directors has, at its meeting held on June 30, 2025, approved (subject to
the requisite regulatory and other approvals) a Composite Scheme of Arrangement (the
"Scheme") involving the merger of business undertaking of Anchemco India Private
Limited ('Anchemco' - a fellow subsidiary) to Asia Investments Private Limited ('AIPL' -
immediate Holding Company) and subsequently, demerger and transfer of Automotive
Undertaking of AIPL as defined in the Scheme to the Company. The Automotive Undertaking of
AIPL shall comprise of the business of Anchemco (engaged in manufacturing of brake fluids,
radiator coolants, diesel exhaust fluid (DEF) / ad-blue, and PU/ PVC based adhesives) and
investments in Dana Anand
India Private Limited, Henkel ANAND India Private Limited and ANAND CY Myutec
Automotive Private Limited. This arrangement will propel Gabriel India to position itself
as a preferred global OEM partner, enhance its customer base, embrace futuristic
cutting-edge technology and strengthen aftermarket presence through diverse product
portfolio. The Scheme will accelerate profitable growth with better margins, creating
substantial shareholder value through EPS accretion and higher return on equity
The Board of Director has, at its meeting held on July 09, 2025, accorded its approval
to enter into a Joint Venture Agreement and Share Subscription Agreement with Jinos Co.,
Ltd., a corporation incorporated under the laws of South Korea ("Jinos") for
subscription of equity shares of Jinhap Automotive India Private Limited
("JAIPL") to undertake the business of engineering, designing, developing,
manufacturing, import, assembly, marketing, sales and distribution of fasteners for both
automotive and industrial applications. This collaboration will help Gabriel India tap
into the high-growth fasteners market while leveraging the technical expertise and global
reach of its partners.
Furthering its global expansion strategy, Gabriel India forayed into the European
electric bicycle market with an aim to launch high-performance suspension systems tailored
for city, cargo and mountain bikes, combining its automotive expertise with lightweight
and sustainable product design.
The Company also forayed into the fast-growing sunroof systems segment through a joint
venture with Netherlands- based Inalfa Roof Systems. Inalfa Gabriel Sunroof Systems
commenced operations at a facility at Sriperumbudur near Chennai with an initial capacity
of 200,000 units, which is now being scaled up to 400,000 units. This expansion enhances
Gabriel India's position in the evolving passenger vehicle segment, particularly in SUVs.
Gabriel India's commitment to operational excellence was recognised through several
prestigious industry accolades. The Company received awards from Maruti Suzuki, Mahindra
& Mahindra, and VECV for innovation, product quality, and sustainability. In the
two-wheeler segment, it earned recognition from HMSI, TVS, Bajaj, REML, Piaggio, and
Suzuki Motorcycle India for excellence in supply chain management, product development,
and sustainability. Notably, the Company submitted a proof of concept for semi-active
suspension to TVS, highlighting its continued leadership in advanced ride control
technologies.
Cost optimisation initiatives were advanced through the CoRe-90 programme, targeting
commodity cost management, productivity enhancement, conversion cost control, and quality
improvement.
In line with its sustainability goals, Gabriel India made significant strides towards
achieving carbon and water neutrality. The Company draws 17% of its total electricity
consumption from renewable sources and has implemented Zero Liquid Discharge systems at
key manufacturing locations. These initiatives reaffirm its commitment to responsible
growth, environmental stewardship, and longterm stakeholder value.
With a forward-looking product portfolio, deep-rooted OEM partnerships, and a strong
foundation in innovation and manufacturing excellence, Gabriel India is well equipped to
capitalise on emerging opportunities in the evolving mobility landscape.
PERFORMANCE OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES
The Company has two wholly owned subsidiaries viz., Inalfa Gabriel Sunroof Systems
Private Limited (IGSSPL) and Gabriel Europe Engineering Centre BV (GEEC).
Inalfa Gabriel Sunroof Systems Private Limited (IGSSPL)
Inalfa Gabriel Sunroof Systems Private Limited became a wholly owned subsidiary of the
Company on May 09, 2023. It is engaged in the business of engineering, designing,
developing, manufacturing, assembly, marketing, sales, and distribution of automotive
sunroofs and has completed its first financial year on March 31,2024.
It recorded a net sale of '4,200.90 million in the financial year 2024-25 as compared
to '599.79 million in the financial year 2023-24. It reported EBITDA of '645.9 million.
The Company's Profit before tax stood at '406.75 million. Profit after tax of the Company
was pegged at '343.5 million. The EPS was '10.02 per equity share in the financial year
2024-25.
Gabriel Europe Engineering Centre BV (GEEC)
Gabriel Europe Engineering Centre BV is a wholly owned subsidiary of the Company
situated in Belgium. The main activity of GEEC is to conduct research and to develop,
purchase, sell, lease and promote automotive technology and products in a broad sense and
which focus, inter alia, on the development and production of shock absorbers. It
reported an operating revenue of '102.95 million during the said financial year. The
Company reported loss of '10.72 million during the year.
A report containing the performance, financial position and the contribution of
subsidiaries companies to the overall performance of the Company as required by the
Companies Act, 2013 (hereinafter referred to the 'Act') is provided as an annexure (Form
AOC-1) to the standalone financial statements and hence are not repeated here for the
purpose of brevity.
The financial statements of each of the subsidiary companies are also available on the
website of the Company at the web- link https://www.anandgroupindia.com/gabrielindia/
The Company's policy for determination of material subsidiaries, as adopted by the
Board of Directors, in conformity with regulation 16(1)(c) of the Listing Regulations,
2015, can be accessed on the Company's website at https://
www.anandgroupindia.com/gabrielindia/
CHANGE IN THE NATURE OF BUSINESS
There has been no change in the nature of business of your Company during the year.
MATERIAL CHANGES AND COMMITMENTS
There were no material changes and commitments during the year under review and the
date of this report which affects the financial position of the Company.
CREDIT RATING
Your Company has obtained the credit rating from CRISIL Limited (CRISIL) for its
banking facilities. The agency has reaffirmed the Company's rating as CRISIL AA/Stable for
long term facilities and short term facilities.
DIVIDEND
During the year under review your directors declared an interim dividend of '1.75 per
equity share of '1 each (previous year '1.50 per equity share of '1 each). This dividend
amounted to '251.37 million (previous year '215.47 million). This was distributed to
shareholders, whose names appeared on the Register of Members as on October 30, 2024.
Your directors further recommended for the approval of shareholders a final dividend of
'2.95 per equity share of '1 each (previous year '2.50 per equity share of '1 each).
Directors' Report (Contd.)
This proposed dividend will amount to '423.75 million (previous year '359.10 million).
Income Tax Act, 1961, ("the IT Act") as amended by the Finance Act, 2020,
mandates that dividends paid or distributed by a company after April 01, 2020, shall be
taxable in the hands of members hence the dividend payout is exclusive of dividend
distribution tax. The dividend, subject to its declaration, will be distributed to
shareholders whose names appear on the Register of Members on Tuesday, September 02,
2025.
The Company also has its Dividend Distribution Policy which has been approved by the
Board of Directors. The said policy is available on the Company's website at URL:
https://www.anandgroupindia.com/gabrielindia/investors/
corporate-governance/
TRANSFER TO RESERVES
The closing balance of the retained earnings of the Company for the financial year
2024-25, after all appropriations and adjustments was '10,764.52 million.
INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
During the year under review, in terms of Investor Education and Protection Fund
Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 following dividend,
corresponding shares and matured deposits along with the accrued interest were transferred
to the Investor Education and Protection Fund following a due notice to the members. The
same can be claimed by the respective investors through the submission of Form IEPF-5.
The list of shareholders is available on Company's website at URL:
https://www.anandgroupindia.com/gabrielindia/ investors/investor-information/.
Future cash benefits like dividends on such transferred shares shall be transferred by the
Company to bank account of IEPF authority.
1. Details of unclaimed/unpaid dividend and corresponding shares transferred to IEPF:
Sr. No. Particulars |
Amount of Dividend (') |
No. of Shares |
1 Final Dividend 2016-17 |
20,66,059 |
31,015 |
2 Interim Dividend 2017-18 |
12,93,741 |
32,357 |
2. Details of matured fixed deposit along with interest accrued thereon transferred to
IEPF:
Sr. No. Month for which amount was transferred |
Amount of Unclaimed Matured Deposit (') |
Amount of Unclaimed Interest (') |
1 July 2024 |
- |
1,125 |
2 October 2024 |
- |
1,600 |
3 March 2025 |
- |
8,133 |
3. Details of resultant benefit arising out of shares already transferred to IEPF:
Sr. No. Particulars |
Amount (') |
1 Final Dividend 2023-24 |
32,93,250 |
2 Interim Dividend 2024-25 |
23,56,926 |
SHARE CAPITAL
The issued, subscribed and paid-up equity share capital as on March 31, 2025, was
'143.64 million comprising of 14,36,43,940 equity shares of '1 each. During the year under
review, the Company did not issue any shares and did not grant stock options or sweat
equity shares to employees. The details of the shareholding of the Directors as on March
31,2025, are as mentioned below:
Sr. No. Name of Director |
Shareholding |
% of shareholding |
1 Mrs. Anjali Singh |
6,41,942 equity shares |
0.45 |
2 Mrs. Pallavi Joshi Bakhru |
22,500 equity shares |
0.016 |
DEPOSITS
The Company has discontinued the acceptance of deposits with effect from November 09,
2015. Accordingly, no further deposits shall be accepted by the Company under the said
scheme. The deposits already accepted under the said scheme up to November 07, 2015, were
served till their applicable tenure. The details pertaining to deposits are as under:
Sr. No. Details |
Amount ('in million) / Remark |
i Public deposits accepted during the year |
NIL |
ii Deposits that remained unpaid or unclaimed as at the end of the
year |
NIL |
iii Whether there has been any default in repayment of deposits or
payment of Interest thereon: |
|
a. at the beginning of the year |
NIL |
b. maximum during the year |
NIL |
c. at the end of the year |
NIL |
iv Details of deposits which are not in compliance with the
requirements of Chapter V of the Companies Act, 2013 |
NIL |
MEETINGS OF THE BOARD AND AUDIT COMMITTEE
During the year under review, eight (8) Board meetings and Four (4) Audit Committee
meetings were convened and held, the details of which are given in the Corporate
Governance Report forming part of this Annual Report. The intervening gap between the
meetings did not exceed the period 120 days as prescribed under the Companies Act, 2013.
COMMITTEES
The Company has the following Committees, which have been established as a part of the
corporate governance practices and are in compliance with the requirements of the relevant
provisions of applicable laws and statutes.
• Audit Committee
• Nomination and Remuneration Committee
• Stakeholders' Relationship Committee
• Corporate Social Responsibility Committee
• Risk Management Committee
The details with respect to the compositions, powers, roles, terms of reference and
number of meetings held during the year of relevant committees are given in detail in the
Corporate Governance Report of the Company, which forms part of this Annual Report.
MANAGEMENT
A. Directors
As on March 31, 2025, there were six Directors on the Board of the Company, consisting
of 1 Executive Chairperson, 1 Executive Director, 1 Non- executive Director and 3
Independent Directors.
Sr. No. Name of Director |
DIN |
Position |
1 Mrs. Anjali Singh |
02082840 |
Executive Chairperson |
2 Mr. Atul Jaggi |
07263848 |
Managing Director |
3 Mr. Mahendra K. Goyal |
02605616 |
Non-Executive Director |
4 Mrs. Pallavi Joshi Bakhru |
01526618 |
Non-Executive Independent Director |
5 Ms. Mahua Acharya |
03030535 |
Non-Executive Independent Director |
6 Mr. B.V.R. Subbu |
00289721 |
Non-Executive Independent Director |
During the year under review the following changes occurred in the composition of the
Board of Directors:
• Mr. Manoj Kolhatkar, Managing Director, ceased to be Executive Director of the
Company on October
17, 2024, citing personal reasons
• Mr. Atul Jaggi was appointed as the Managing Director of the Company with effect
from October
18, 2024
• Mr. Mahendra K. Goyal was appointed as Nonexecutive Director with effect from
October 22, 2024
• Mr. Pradeep Banerjee completed his second term as Non-executive Independent
Director on December 13, 2024
• Mr. B.V.R. Subbu was appointed as Nonexecutive Independent Director with effect
from December 14, 2024
• Mr. Jagdish Kumar ceased to be Non-executive Director on February 13, 2025,
citing personal reasons
• Ms. Matangi Gowrishankar completed her term as Non-executive Independent
Director on February 13, 2025
The Board extended their heartfelt appreciation to the Directors who were part of the
Board during the financial year. Their invaluable contributions, strategic insights, and
dedicated service have played a significant role in Company's progress.
I n accordance with Article 128, 129 and 130 of the Articles of Association of the
Company and Section 152(6)(d) and (e) of the Companies Act, 2013, Mrs. Anjali Singh
retires by rotation and being eligible, offers herself for reappointment.
B. Declaration of independence and statement on compliance of code of conduct
The Non-executive Independent Directors enlisted below have:
1. Provided a declaration under Section 149(7) of the Companies Act, 2013 that they
meet the criteria of independence. The declaration from the said Directors is attached as Annexure
'A' to this Report.
2. Complied with the Code for Independent Directors prescribed in Schedule IV to the
Companies Act, 2013.
3. Complied with the Code of Conduct for the Board of Directors, members of Senior
Management, and Insiders.
Sr. No. Name of the director |
DIN |
1 Mrs. Pallavi Joshi Bakhru |
01526618 |
2 Ms. Mahua Acharya |
03030535 |
3 Mr. B.V.R. Subbu |
00289721 |
C. Formal Evaluation
Pursuant to the provisions of the Companies Act, 2013 and the Regulations of the
Securities and Exchange Board of India (Listing Obligations & Disclosure
Requirements) Regulations, 2015 ('SEBI (LODR), 2015'), the Board carried out an annual
evaluation of its own, its Committees, the Chairperson, and the Directors, individually. A
detailed note on the manner of evaluation forms a part of the Corporate Governance Report.
D. Key Managerial Personnel
There has been no change in the Key Managerial Personnel of the Company during the
financial year 2024-25. However, a disclosure to the stock exchanges was given on March
17, 2025 that Mr. Rishi Luharuka is Chief Financial Officer upto May 25, 2025. Mr. Mohit
Srivastava was appointed as Chief Financial Officer w.e.f. May 26, 2025.
COMPANY'S POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION
The Company has in place a Nomination and Remuneration Policy which was duly approved
by the Board in the financial year 2014-15. The remuneration, in all forms, paid to the
Executive Directors was in compliance with the said policy. The remuneration to
Non-executive Independent Directors in the form of commission and sitting fees was also
paid in terms of the said policy. The disclosure of the details of the Nomination and
Remuneration Policy forms part of the Corporate Governance Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT
Disclosures relating to Loans, Guarantees or Investments, as defined under Section 186
of the Companies Act, 2013, forms part of the Notes to the Financial Statement.
VIGIL MECHANISM
A Vigil Mechanism in the form of an Ethics Helpline and Whistle Blower Policy was
established by the Company to trace and deal with instances of fraud and mismanagement.
The details/report for the same was directly reported to the Audit Committee Chairperson.
A brief note on the Whistle Blower Policy is disclosed in the Corporate Governance Report.
The full text of Policy is available on Company's website at URL:
https://www.anandgroupindia.com/wp- content/uploads/2018/01
/Gabriel-India-Whistle-Blower- Policy.pdf
INTERNAL CONTROLS AND SYSTEMS
The Company has established adequate internal control systems and vigilance systems to
commensurate with the size of the business, nature of the business and risk management
which are continuously evaluated by professional internal and statutory auditors of
repute. The Company continues to improve the present internal control systems by
implementation of appropriate policy and processes evaluated based on the Enterprise Risk
Management, Internal Financial Controls and Internal Audits. Adequate benchmarking is done
to upgrade the same from time to time and such update is based on the changes in the risk
factors, probability and impact to the organisation. The Company has in place an adequate
system to ensure effectiveness, efficacy of operations, compliance with applicable
legislation, safeguarding of assets, adherence to management policies and promotion of
ethical conduct.
A dedicated legal compliance cell ensures that the Company conducts its business with
high standards of legal, statutory and regulatory compliances. The Audit Committee reviews
the internal control systems and procedures quarterly. The Company maintains a system of
Internal Financial Controls (IFC) designed to provide a high degree of assurance on
various business areas such as Inventory, Procure to Pay, Record to Report, Legal, Order
to Cash, Fixed Assets, Human Resource, Information Technology regarding effectiveness and
efficiency of operations, reliability of financial controls and compliance with laws and
regulations. This is done by recording the results of key manual controls status across
the Company and retaining the back-up of the same in a common secured server for future
reference. The Audit Committee periodically evaluates internal financial controls and risk
management system.
BUSINESS RISK MANAGEMENT
Like any other industry, the Company faces several business risks. The Company's
business is exposed to internal and external risks which are identified and revisited
every year. For proper risk management, the Company has Risk Management Policy and a
well-defined Risk framework comprising of Risk Governance, Risk Enabled Strategic
Processes, Risk Enabled Operational Processes, Coordinated Risk Assurance and Technology
Enablement. A Risk Management Committee formed and comprising of
two Non-executive Independent Directors and one Executive Director meets every quarter
to monitor various components of the risk framework in compliance to Risk Management
Policy, review progress of actions planned and an update of the same is presented to the
Board members. The Company has taken necessary actions for risk mitigation in the
financial year 2024-25.
The key risks of the organisation are as under. The Company has plans to mitigate the
same.
Industry Risk
The Company has customer relationships with a large number of OEMs in all business
segments - 2&3 Wheelers, Passenger Cars, Commercial Vehicles and Railways which has
substantially mitigated industry risk. Additionally, the Company is continuously widening
its exports and aftermarket presence.
Competition Risk
The Company is working closely with customers to develop products collaboratively for
their upcoming models. The Company has identified cost leadership as one of the key
drivers to combat competition and is working aggressively to retain its cost
competitiveness.
The Company is investing in automation and process upgradation, thus strengthening
margins in the process. The Company invested in renewable energy with the objective to
moderate costs in long term. Company is investing at locations close to customer's
location to garner new businesses.
The Company has drawn a technology road map and has taken up various projects under
automation initiative to manage and mitigate technology risk arising due to dated
software, lack of automation and high dependency of manual efforts.
For improvement of quality, initiatives such as COQ and AHQ have been implemented to
aid in managing and mitigating risk of sub-standard product quality that may result in
reduction of export volumes / increasing warranty costs.
The Company has developed plan with quarterly targets focusing on developing new
products to ensure increase foothold in the market in line with long term strategic plans.
Procurement Risk
The Company has a rationalised vendor base to enhance purchasing efficiencies. The
Company has successfully minimised excessive dependence on specific vendors. This was
achieved by way of strategic partnerships, alternate sourcing, and vendor consolidation
for high-risk vendors.
The Company continues to use e-sourcing to get additional cost reductions from existing
/ new vendors on a regular basis. Annual cost reduction workshops are continuing to give
new avenues to control the raw material costs. Import localisation has helped the Company
to reduce the strain on margins due to competitive pricing.
Export Risk
The Company has a full-fledged two Wheelers R&D Centre at Hosur in December 2013
and strengthened its R&D capabilities in its Passenger Cars, Commercial Vehicles and
Railways Business Unit at Pune. A modern R&D Technology Center for Passenger Cars and
Commercial Vehicles product development is at Chakan, Pune.
The Company has set up a dedicated team to focus on exports for the regions of South
Asia, ASEAN, the Middle East and Latin America. The Company is constantly working on
upgrading it's manufacturing processes to meet higher product standards for the export
business.
Compliance Risk
The Company has adequate controls to ensure that all transactions are correctly
authorised, recorded and reported. Its internal control system is supplemented by an
extensive array of internal audits, reviews of findings and assessment of improvement
opportunities across business processes, systems and controls. The Company has established
compliance software across all Plants and at its Registered Office to ensure the same. The
Company is monitoring risk of statutory and EHS compliance at key vendors.
Contingency Risk
This risk can arise due to unanticipated contingencies which may arise due to internal
or external factors. The Company has defined Business Continuity Plan (BCP) and Disaster
Recovery Plan (DRP) to ensure smooth running of business and operation, safeguarding of
the assets, employee/ people/ visitor health safety and compliances. Adequate controls are
updated and documented based on the risk factors, government guidelines, notifications
issued from
time to time. BCP plan outlines the procedures for immediate management level responses
to manage the crisis which includes business recovery strategies. DRP plan outlines
specific procedures required to recover and restore critical IT systems during such
unanticipated disruptive events.
FRAUD REPORTED BY AUDITOR
During the year under review, no instance of fraud in the Company was reported by the
Auditors.
EXPLANATION IN RESPOSE TO THE AUDITORS' QUALIFICATION
During the year under review, none of the Statutory Auditor and Cost Auditor reported
any qualifications, reservations, or adverse remarks in their respective reports.
The Secretarial Auditors have reported the observations stating that there were two
instances of delay in compliance with SEBI (LODR) Regulations, 2015 regarding
retrospective reconstitution of Committees in terms of proviso of 17(1E) of the said
regulation. Consequently, the Company received notice from stock exchanges for a delay in
compliance with regulations 19 and 20 of the said regulation. The Company paid the
aggregate fine of '1,69,920/- (Rupees One Lac Sixty-Nine Thousand Nine Hundred and Twenty)
(including GST) to NSE and BSE for alleged delay in compliance.
As a response, the Board acknowledged the observation of stock exchanges regarding this
unintentional delay and the importance of strict adherence to regulatory deadlines. The
Board is committed to ensuring that such oversights do not recur. To this end, we are
strengthening our internal compliance processes to ensure precise regulatory
interpretation going forward.
The Company would like to reiterate that the Company has consistently upheld high
standards of Corporate Governance and compliance with applicable laws, including SEBI LODR
and remains committed to maintaining this ethos diligently.
CONTRACT AND ARRANGEMENT WITH RELATED PARTIES
During the year under review, the Company has not entered into any contract/
arrangement/ transaction with related parties which were either not at an arm's length or
not in the ordinary course of business and further could be considered material in
accordance with the Policy of the Company on Materiality of Related Party Transactions.
Hence, there is no information to be provided in Form AOC-2, while the
particulars of all related party transactions in terms of IND AS 24 forms part of Notes
to the Financial Statements provided in this Annual Report.
The Policy on Materiality of Related Party Transactions and dealing with Related Party
Transactions was revised in line with the amendment in SEBI (LODR) Regulations, 2015 and
the same is available on the Company's website.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
During the year under review, there were no significant or material orders passed by
regulators or courts of competent jurisdiction that would impact the Company's ability to
continue as a going concern.
COMPLIANCE WITH SECRETARIAL STANDARDS
The Company has devised proper systems to ensure compliance with the provisions of all
applicable Secretarial Standards issued by the Institute of Company Secretaries of India.
CORPORATE GOVERNANCE REPORT
A separate section on Corporate Governance is included in the Annual Report and the
certificate from the Secretarial Auditors, confirming the compliance of conditions of
Corporate Governance, as stipulated under SEBI (LODR) Regulations, 2015 is annexed
thereto.
MANAGEMENT DISCUSSION ANALYSIS
In terms of the provisions of Regulation 34 of SEBI (LODR) Regulations, 2015, the
Management's Discussion and Analysis is set out in this Annual Report.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The Company's Corporate Social Responsibility Policy is hosted on the website of the
Company. The Company has a CSR Committee to monitor adherence to Corporate Social
Responsibility Policy and to track transactions related to ongoing / non-ongoing projects
etc. A detailed report on the CSR activities inter- alia disclosing the composition of CSR
Committee and CSR activities is attached as Annexure 'B-I' to this Report.
Certification by Chief Financial Officer on disbursement and utilisation of Corporate
Social Responsibility funds is attached as Annexure 'B - II' to this Report.
The disclosure pertaining to the constitution of the Committee and number of meetings
held during the year forms part of the Corporate Governance Report which is a part of
Annual Report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
As required under Section 134(m) of the Companies Act, 2013, read with the Companies
(Accounts) Rules 2014, information relating to the foregoing matters is attached as Annexure
'C' to this Report.
PREVENTION OF SEXUAL HARASSMENT POLICY
The Company has zero tolerance for sexual harassment at workplace. The Company has in
place a Prevention of Sexual Harassment Policy in line with the requirements of the Sexual
Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013 and
rules framed thereunder. Through the policy, the Company has constituted a Committee and
established a grievance procedure through Internal Complaints Committee (ICC) for
protection against victimisation.
During the year under review one complaint of sexual harassment was received and
resolved.
The Company is committed to providing a healthy environment for all its employees
conducive to work without the fear of prejudice and gender bias.
MATERNITY BENEFIT ACT, 1961
During the year under review, the Company has duly complied with the provisions of the
Maternity Benefit Act, 1961, as amended from time to time.
The Company extends maternity benefits, including paid leave of up to 26 weeks to
eligible women employees, in accordance with the statutory requirements. Additionally,
leave benefits are provided to adoptive and commissioning mothers in compliance with the
provisions of the Act.
Where applicable, the Company has made arrangements for creche facilities in line with
the thresholds prescribed under the Act. The Company also ensures that no woman employee
is discriminated against or terminated on account of her maternity and continues to uphold
a safe and inclusive work environment for all employees.
The Company remains committed to promoting gender diversity and supporting the rights
and welfare of women employees by ensuring full compliance with applicable labour and
welfare legislations.
AUDITORS Statutory Auditors
In the 59th Annual General Meeting held on August 04, 2021, Price Waterhouse
Chartered Accountants LLP (PWC), was appointed as Statutory Auditors of the Company for a
period of five years till the conclusion of the 64th Annual General Meeting of
the Company.
Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act, 2013, Rule 9 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and
Regulation 24A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, the Company appointed KPRC & Associates, a firm of Company Secretaries in
practice, to undertake the Secretarial Audit. The selfexplanatory Report of the
Secretarial Audit is attached as Annexure 'D' to this Report.
In accordance with the recent amendments in Regulation 24A of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 the Company has to appoint
Secretarial Auditors in General Meeting with the approval of the shareholders, considering
which the Board on recommendation of Audit Committee has appointed M/s. Mehta & Mehta,
Practicing Company Secretaries, Mumbai as the Secretarial Auditor of the Company for a
period of 5 (Five) consecutive years commencing from FY 2025-26 to FY 2029-30 subject to
approval of the Shareholders.
Cost Audit
In terms of the provisions of Section 148 of the Companies Act, 2013, the Company is
required to have the audit of its cost records conducted by a Cost Accountant. The Board
of Directors of the Company has on the recommendation of the Audit Committee, approved the
appointment of M/s. Dhananjay V. Joshi and Associates, Cost Accountants, Pune as Cost
Auditors (Registration No. 00030) of the Company for FY 2024-25 to conduct cost audits for
relevant products prescribed under the Companies (Cost Records and Audit) Rules, 2014. On
recommendation of the Audit Committee, the Board has recommended to the members, as per
resolution
set in item 5 of the Notice of the forthcoming Annual General Meeting, remuneration
payable to the said Cost Auditors. M/s. Dhananjay V. Joshi and Associates have, under
Section 139(1) of the Act and the Rules framed thereunder furnished a certificate of their
eligibility and consent for appointments. The cost accounts and records of the Company are
duly prepared and maintained as required under Section 148(1) of the Companies Act, 2013.
ANNUAL RETURN
Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies
(Management and Administration) Rules, 2014 the Annual Return for financial year 2024-25
is available on Company's website at URL : https://www.anandgroupindia.com/gabrielindia/investors/
annual-reports/
PARTICULARS OF EMPLOYEES
Disclosure pertaining to remuneration and other details as required under Section
197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is attached as Annexure 'E'.
Statement containing particulars of top 10 employees and particulars of employees as
required under Section 197 (12) of the Act read with Rule 5(2) and (3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 is available on
Company's website at URL: https://www.anandgroupindia.com/gabrielindia/
None of the employees listed therein are related to any Director of the Company.
In furtherance to the above, Mrs. Anjali Singh, Whole-time Director of the Company, has
received remuneration from Asia Investments Pvt. Ltd., its Holding Company, for the
financial year 2024-25.
DIRECTORS' RESPONSIBILITY STATEMENT
To the best of their knowledge and belief and according to the information and
explanations obtained by them, your Directors make the following statements in terms of
Section 134(3)(c) of the Companies Act, 2013:
1) I n preparation of the annual accounts, the applicable Accounting Standards have
been followed along with proper explanation relating to material departures.
2) The Directors have selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent, to give a true and fair
view of the state of affairs of the Company at the end of the financial year March 31,
2025, and of the profit of the Company for that period.
3) The Directors have taken proper and sufficient care of the maintenance of adequate
accounting records in accordance with the provisions of this act for safeguarding the
assets of the Company and for preventing / detecting fraud and other irregularities.
4) The Directors have prepared the annual accounts on a going concerning basis.
5) The Directors have laid down internal financial controls followed by the Company and
that such financial controls are adequate and operating effectively.
The Directors have devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems are adequate and operating effectively.
DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (31 OF 2016) AND THEIR STATUS
There are no applications made or any proceeding pending under the Insolvency and
Bankruptcy Code, 2016 (31 of 2016) during the year.
DETAILS OF DIFFERENCE BETWEEN THE AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOANS FROM THE BANKS OR FINANCIAL
INSTITUTION ALONGWITH THE REASONS THEREOF
There are no such events occurred during the period from April 01,2024, to March
31,2025, thus no valuation is carried out for the one-time settlement with the Banks or
Financial Institutions.
ACKNOWLEDGEMENTS
Your directors wish to thank the collaborators, technology partners, financial
institutions, bankers, customers, suppliers, shareholders and employees for their
continued support and co-operation.
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For and on behalf of the Board |
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Atul Jaggi |
Place: Delhi |
Managing Director |
Date: July 29, 2025 |
DIN: 07263848 |
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