Pricol Limited promoters agree Rs 1,663.07 crore Autotech sale

Pricol Limited approved an agreement on 13 November 2026 for its promoters and promoter-group sellers to sell their entire 38.51% stake in Pricol Autotech to a Warburg Pincus affiliate for up to Rs 1,663.07 crore, conditional on the demerger, listing, open offer and approvals.

What stake have Pricol’s promoters agreed to sell?

Pricol’s promoter and promoter-group sellers have agreed to transfer 4,69,34,833 Pricol Autotech equity shares, representing 38.51% of its fully diluted paid-up share capital. The buyer is Topaz Terrace Investments B.V., a Netherlands-incorporated affiliate of Warburg Pincus LLC, which Pricol said is unrelated to the company, its promoters, promoter group and group companies.

Pricol’s board approved the share purchase agreement on 13 November 2026. The sellers comprise promoters Vijay Mohan, Vikram Mohan and Vanitha Mohan, alongside Viren Mohan, Manasa Mohan, Madhura Mohan, Pricol Holdings Private Limited, Pricol Engineering Industries Private Limited, Shrimay Enterprises Private Limited and Pricol Logistics Private Limited.

The maximum aggregate consideration for the sellers’ entire 38.51% holding is Rs 1,663.07 crore, subject to the agreement’s terms. Pricol said it will receive no consideration because this is a sale of shares allotted to promoter and promoter-group sellers, rather than a disposal of shares by Pricol itself.

How will the demerger change Pricol Autotech ownership?

Pricol Autotech is currently a wholly owned subsidiary of Pricol, but Pricol will hold no shares in it after the proposed demerger takes effect. The boards of Pricol and Pricol Autotech approved the scheme of arrangement on 27 June 2026 to transfer Pricol’s Driver Information and Connected Vehicle Solutions business, or DICVS, to Pricol Autotech.

Under the scheme, eligible Pricol shareholders are expected to receive one fully paid Pricol Autotech equity share with a face value of Rs 1 for every Pricol equity share with a face value of Rs 1 that they hold. The 38.51% stake covered by the agreement will be allotted to the sellers under this demerger process before being sold to Topaz Terrace.

Following completion, Topaz Terrace will acquire control of Pricol Autotech, while the sellers will cease to control it and intend to seek reclassification from its promoter and promoter-group categories, subject to applicable law. Pricol said the transaction will not affect management or control of Pricol, whose continuing operations are outside the agreed 38.51% share sale.

What business will move into Pricol Autotech?

Pricol Autotech will contain the DICVS business, which reported approximately Rs 2,400 crore in revenue in FY26 and accounted for around 60% of Pricol’s consolidated revenue. The proposed listed company will include instrument clusters, telematics, sensors and e-cockpit solutions supplied to original equipment manufacturers across two-wheelers, three-wheelers, four-wheelers, commercial vehicles and off-highway segments.

The balance of Pricol will retain its Actuation, Control and Fluid Management Systems business. The Polymer business will continue through Pricol Precision Products Private Limited, a wholly owned subsidiary, and Pricol said these continuing businesses will remain under the Mohan family’s ownership and management with no change in their shareholding.

Pricol Autotech was incorporated on 21 February 2026, meaning it had no standalone turnover applicable for the last financial year. That contrasts with the Rs 2,400 crore FY26 revenue reported for the DICVS business that is proposed to vest in it, which is the operating portfolio on which the new company will be based.

What must happen before Topaz Terrace takes control?

The acquisition cannot complete until the demerger becomes effective and Pricol Autotech shares are listed on BSE Limited and the National Stock Exchange of India Limited. The agreement also requires the expiry of the offer period for the mandatory open offer that Topaz Terrace must make under the Securities and Exchange Board of India takeover regulations.

The open offer will cover up to an additional 26% of Pricol Autotech’s share capital after listing. This is separate from the agreed purchase of the 38.51% promoter stake: the disclosed share purchase agreement covers the sellers’ entire holding, while the open offer is required following the prospective control acquisition.

Conditions precedent also include approval from the Competition Commission of India. The scheme and transaction remain subject, where applicable, to approvals from shareholders, creditors, stock exchanges, the Securities and Exchange Board of India and the National Company Law Tribunal; Pricol disclosed no calendar date for completion on 13 November 2026.

What does Warburg Pincus plan for Pricol Autotech?

Warburg Pincus management said it aims to support Pricol Autotech’s development as an automotive-electronics platform through investment in technology and talent, broader capabilities and customer relationships, and disciplined strategic acquisitions. These are management’s stated plans, not disclosed acquisitions, capital-expenditure commitments or revenue targets.

Warburg Pincus Managing Director Anish Saraf said the investor expects to partner with Pricol Autotech’s management and employees to expand in India and international markets. Managing Director Swapnil Sinha said the firm intends to pursue technology and talent investment and strategic acquisitions, while the disclosure gives no budget, timetable or identified acquisition target.

Pricol Chairman and Managing Director Vikram Mohan said the demerger is intended to give Pricol Autotech focus and independence. The stated strategy corresponds with the DICVS portfolio’s instrument-cluster, telematics, sensor and e-cockpit products, but the filing does not quantify planned capacity, employment, product launches or overseas revenue.

Conclusion

The agreement provides for the transfer of control of Pricol Autotech from Pricol’s promoter sellers to Topaz Terrace, subject to a maximum consideration of Rs 1,663.07 crore for their 38.51% stake. The DICVS business, which reported about Rs 2,400 crore of FY26 revenue, will become the core of the proposed separate listed company, while Pricol retains its Actuation, Control and Fluid Management Systems and Polymer operations.

The next disclosed milestones are effectiveness of the 27 June 2026 demerger scheme, Pricol Autotech’s proposed listing on BSE and the National Stock Exchange of India, the open offer for up to 26% of its share capital and Competition Commission of India approval. These conditions, along with other agreed approvals, must be completed before Topaz Terrace can close the 38.51% acquisition and take control.