Pricol plans Rs 2,400 crore DICVS demerger and stake sale

Pricol Limited plans to demerge its Driver Information and Connected Vehicle Solutions business, which reported about Rs 2,400 crore of FY26 revenue or around 60% of consolidated revenue, into separately listed Pricol Autotech before the promoter group sells its entire 38.51% holding to a Warburg Pincus affiliate.

What business is Pricol separating?

Pricol is separating its Driver Information and Connected Vehicle Solutions, or DICVS, business into Pricol Autotech under a Scheme of Arrangement approved by its board on 27 June 2026. The business includes instrument clusters, telematics, sensors and e-cockpit solutions supplied to original equipment manufacturers, or OEMs, across two-wheelers, three-wheelers, four-wheelers, commercial vehicles and off-highway segments.

The separation covers a business that generated approximately Rs 2,400 crore in FY26, representing around 60% of Pricol’s consolidated revenue. Pricol will retain its Actuation, Control and Fluid Management Systems, or ACFMS, operations, while the Polymer business will continue through wholly owned subsidiary Pricol Precision Products Private Limited.

The announcement describes a corporate separation rather than a cash sale of the operating business by Pricol. Pricol Autotech was incorporated on 21 February 2026, so its turnover for the last financial year is not applicable; the disclosed operating scale is that of the DICVS business that will vest in it after the scheme takes effect.

How will Pricol shareholders receive Pricol Autotech shares?

Eligible Pricol shareholders are expected to receive one Pricol Autotech equity share for every Pricol equity share held under the proposed scheme. Pricol Autotech is proposed to list on the National Stock Exchange of India, or NSE, and BSE Limited, or BSE, as an independent automotive-electronics company.

The one-for-one entitlement distributes ownership of the new company to eligible shareholders rather than retaining DICVS within Pricol. The scheme has not become effective, and the 13 November 2026 release identifies approvals from shareholders, creditors, stock exchanges, the Securities and Exchange Board of India, or SEBI, the National Company Law Tribunal and the Competition Commission of India, or CCI, among the relevant requirements.

The structure creates a separate ownership path for the 38.51% promoter block. Once the demerger is effective and Pricol Autotech is listed, the promoter and promoter-group sellers are to sell the Pricol Autotech shares issued to them, while public shareholders will hold the shares received through the scheme unless they participate in the proposed open offer.

Who is buying the promoter stake in Pricol Autotech?

Topaz Terrace Investments B.V., a Netherlands-incorporated affiliate of Warburg Pincus LLC, has agreed to acquire the promoters’ and promoter-group entities’ entire 38.51% stake in Pricol Autotech. The definitive agreements were announced on 13 November 2026 and remain subject to the demerger, listing and other stated conditions.

The aggregate consideration payable to the sellers for the 38.51% stake is up to Rs 1,663.07 crore, subject to the share purchase agreement. Pricol will not receive this consideration because it is payable to the named promoter and promoter-group sellers, including Vijay Mohan, Vikram Mohan, Vanitha Mohan and family-linked holding entities.

After the scheme becomes effective and Pricol Autotech lists, Topaz Terrace will make a mandatory open offer to public shareholders for up to an additional 26% of Pricol Autotech’s share capital under SEBI takeover regulations. On completion of the promoter acquisition and open offer, the acquirer will obtain control, while the sellers will cease to control Pricol Autotech and intend to seek reclassification from its promoter and promoter-group category.

What remains under Pricol and the Mohan family?

Pricol will retain the ACFMS business, while the Polymer business will continue through Pricol Precision Products Private Limited. The 13 November 2026 release says these retained businesses will remain under the ownership and management of the current promoter group, the Mohan family, with no change in their shareholding.

The transaction divides Pricol’s three stated verticals into two corporate settings. DICVS, which accounted for around 60% of FY26 consolidated revenue, moves to the proposed Pricol Autotech platform, while ACFMS and the Precision and Polymer Products operations remain in Pricol’s existing group structure. The announcement does not disclose separate FY26 revenue figures for ACFMS or Precision and Polymer Products.

Management said a separately listed Pricol Autotech would have greater focus and independence for its next development stage. Warburg Pincus managing director Swapnil Sinha said the investor aims to support the automotive-electronics business through investment in technology and talent, expanded capabilities and customer relationships, and disciplined strategic acquisitions; these are proposed plans rather than completed actions.

What must happen before the transaction closes?

The transaction can close only after the DICVS demerger becomes effective, Pricol Autotech shares list on NSE and BSE, the required open-offer period expires, and agreed conditions precedent are completed. Those conditions specifically include CCI approval, alongside the scheme, shareholder and other regulatory approvals described in the 13 November 2026 announcement.

The disclosure says the proposed transaction is not a related-party transaction, although Pricol Autotech is currently a wholly owned subsidiary of Pricol. It also says the disposal disclosure for an undertaking outside a scheme of arrangement does not apply because the sellers’ Pricol Autotech shareholding, rather than an undertaking owned by Pricol, is being sold to the acquirer.

The unresolved matter is execution of the scheme and associated approvals. Until the demerger, listing, open-offer process and conditions precedent are completed, Pricol Autotech remains a proposed independent listed company and the 38.51% promoter-stake transfer remains subject to the agreement’s terms.

Conclusion

Pricol’s proposed restructuring separates its largest disclosed revenue contributor, the Rs 2,400 crore DICVS business, from the ACFMS and Polymer operations that remain with the current promoter group. It also combines the separation with a proposed control change at Pricol Autotech, where a Warburg Pincus affiliate is set to buy the promoters’ entire 38.51% stake for up to Rs 1,663.07 crore.

The next disclosed milestones are progress on the 27 June 2026 scheme, Pricol Autotech’s proposed NSE and BSE listing, the mandatory open offer for up to 26% of its share capital, and CCI and other approvals. Those steps will determine when the business separation and proposed ownership transition can be completed.