Pricol Limited

Nature of Disclosure: Regulatory filing pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, to intimate the execution of a Share Purchase Agreement.

Key Event: The Board of Directors of Pricol Limited, at its meeting held on 13 November 2026, approved the execution of a Share Purchase Agreement.

Parties to the Agreement:

  • Acquirer: Topaz Terrace Investments B.V. (an affiliate entity of Warburg Pincus LLC), a company incorporated in The Netherlands. The Acquirer is not related to Pricol Limited.
  • Sellers: The following members of the promoter and promoter group of Pricol Limited: Mr. Vijay Mohan, Mr. Vikram Mohan, Mrs. Vanitha Mohan (Promoters), Mr. Viren Mohan, Ms. Manasa Mohan, Ms. Madhura Mohan, Pricol Holdings Private Limited, Pricol Engineering Industries Private Limited, Shrimay Enterprises Private Limited, and Pricol Logistics Private Limited.
  • Other Parties: Pricol Limited (the listed entity) and Pricol Autotech Limited.

Transaction Details:

  • The Sellers will sell an aggregate of 4,69,34,833 (Four Crore Sixty-Nine Lakhs Thirty-Four Thousand Eight Hundred Thirty-Three) equity shares of Pricol Autotech Limited.
  • This stake corresponds to 38.51% (thirty eight point five one percent) of the paid-up equity share capital of Pricol Autotech on a fully diluted basis.
  • These shares are to be allotted to the Sellers pursuant to a previously announced Scheme of Demerger.
  • The aggregate consideration payable to the Sellers is up to INR 1,663.07 Crores (Indian Rupees One Thousand Six Hundred and Sixty Three Crores and Seven Lakhs), subject to the terms of the Share Purchase Agreement.
  • Pricol Limited will not receive any consideration from this transaction.

Context - Scheme of Demerger:

As intimated on 27 June 2026, a Scheme of Arrangement was approved for the demerger of the Driver Information & Connected Vehicle Solutions (DICVS) Business of Pricol Limited into Pricol Autotech Limited. Under the Scheme, eligible shareholders of Pricol Limited are to receive 1 (one) equity share of Pricol Autotech of face value INR 1 for every 1 (one) equity share of Pricol Limited of face value INR 1 held by them.

Key Terms of the Share Purchase Agreement:

The agreement contains:

  • Customary standstill provisions.
  • Warranties and indemnities provided by the Sellers, subject to customary limitations and caps.
  • Certain non-compete obligations on the Sellers and Pricol Limited for a specified period.

Conditions Precedent:

The completion of the Proposed Transaction is subject to the following conditions:

1. The Scheme of Demerger between Pricol Limited and Pricol Autotech becomes effective.

2. The equity shares of Pricol Autotech are listed on BSE Limited and the National Stock Exchange of India Limited.

3. Expiry of the offer period pursuant to a mandatory open offer to be made by the Acquirer in accordance with the SEBI (Substantial Acquisition of Shares and Takeovers) Regulations, 2011.

4. Completion of other conditions precedent as agreed between the parties, including approval from the Competition Commission of India.

Impact on Management and Control:

  • There will be no impact on the management and control of Pricol Limited.
  • Upon consummation of the transaction, the Acquirer will acquire control over Pricol Autotech.
  • The Sellers will cease to be in control of Pricol Autotech and will seek reclassification from the promoter and promoter group category of Pricol Autotech, subject to applicable law.

Related Party Status:

  • The Sellers are members of the promoter and promoter group of Pricol Limited.
  • Pricol Autotech is currently a wholly-owned subsidiary of Pricol Limited.
  • The Acquirer is not related to the promoters, promoter group, or group companies of Pricol Limited.
  • The company states that the Proposed Transaction would not fall within the scope of a related party transaction.

Financials of the Business Unit:

Pricol Autotech Limited was incorporated on 21 February 2026, hence it has no financial history as a separate entity. However, the press release states that the DICVS business (to be housed in Pricol Autotech) reported approximately INR 2,400 crore in revenue in FY26, representing around 60% of Pricol's consolidated revenue.

Board Meeting Details:

The board meeting where the agreement was approved started at 2:00 P.M IST and ended at 8:30 P.M. IST on 13 November 2026.

Advisors (as per Press Release):

  • For the promoters: Veda Corporate Advisors (exclusive financial advisors), Khaitan & Co and Ramani & Shankar Advocates (legal advisors).
  • For Warburg Pincus: AZB & Partners (legal advisor), Alvarez & Marsal India Private Limited (financial and operations advisors).

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