Pricol promoters agree Rs 1,663 crore Autotech stake sale

On 13 November 2026, Pricol Limited’s promoters agreed to sell their entire 38.51% holding in soon-to-be-listed Pricol Autotech to a Warburg Pincus affiliate for up to Rs 1,663.07 crore. Completion depends on the Driver Information and Connected Vehicle Solutions demerger, listing, open-offer period and regulatory approvals.

What has Pricol agreed with Warburg Pincus?

Pricol has approved a share purchase agreement under which Topaz Terrace Investments B.V., an affiliate of Warburg Pincus LLC, will acquire 4,69,34,833 Pricol Autotech shares from the seller group. The shares will represent 38.51% of Pricol Autotech’s fully diluted paid-up share capital after the proposed demerger.

The agreement was executed on 13 November 2026 between Topaz Terrace, the sellers, Pricol and Pricol Autotech. The sellers include promoters Vijay Mohan, Vikram Mohan and Vanitha Mohan, alongside Viren Mohan, Manasa Mohan, Madhura Mohan and four promoter-group entities: Pricol Holdings Private Limited, Pricol Engineering Industries Private Limited, Shrimay Enterprises Private Limited and Pricol Logistics Private Limited.

The consideration of up to Rs 1,663.07 crore is payable to the sellers rather than to Pricol. The filing states that the sellers are disposing of their entire 38.51% holding in Pricol Autotech, while Pricol will receive no consideration from the proposed transaction.

The share purchase agreement also includes customary standstill provisions, seller warranties and indemnities subject to customary limitations and caps, and specified non-compete obligations on the sellers and Pricol. Topaz Terrace is incorporated in the Netherlands and is not related to Pricol, its promoters or its promoter-group companies.

How will Pricol Autotech be created and listed?

Pricol Autotech will receive Pricol’s Driver Information and Connected Vehicle Solutions, or DICVS, business under a scheme of arrangement approved by the two boards on 27 June 2026. Eligible Pricol shareholders are expected to receive one fully paid Pricol Autotech equity share with a face value of 1 rupee for every Pricol equity share with a face value of 1 rupee held.

Pricol Autotech was incorporated on 21 February 2026 and is currently a wholly owned subsidiary of Pricol. Once the scheme takes effect, Pricol will not retain any shares in Pricol Autotech, which is proposed to become independently listed on BSE Limited and the National Stock Exchange of India Limited, or NSE.

The separation moves a business that reported approximately Rs 2,400 crore of revenue in financial year 2026, or FY26, into Pricol Autotech. DICVS accounted for around 60% of Pricol’s consolidated FY26 revenue, so the listed parent’s continuing operations will have a different business and revenue mix after the demerger.

Pricol Autotech is set to house the DICVS portfolio of instrument clusters, telematics, sensors and e-cockpit solutions. The business serves original equipment manufacturers, or OEMs, across two-wheelers, three-wheelers, four-wheelers, commercial vehicles and off-highway segments.

Which Pricol businesses remain with the Mohan promoter group?

Pricol will continue to operate its Actuation, Control and Fluid Management Systems, or ACFMS, business after the DICVS unit transfers to Pricol Autotech. Its Polymer business will continue through wholly owned subsidiary Pricol Precision Products Private Limited, according to the 13 November 2026 joint announcement.

The Mohan family will retain ownership and management of those continuing businesses, with no change in its Pricol shareholding stated in the release. This differs from Pricol Autotech, where the sellers will dispose of their entire 38.51% holding once the share purchase is completed.

The distinction separates the DICVS business, which represented around 60% of FY26 consolidated revenue, from ACFMS and the Polymer business that will remain within Pricol. The filing does not provide FY26 turnover for Pricol Autotech because it was incorporated only on 21 February 2026 and has not yet received the DICVS business.

Pricol stated that the transaction is not a related-party transaction despite Pricol Autotech currently being its wholly owned subsidiary. The company also said the stake sale is outside the demerger scheme because the sellers, rather than Pricol, will sell the 38.51% interest to Topaz Terrace after the scheme.

When will Warburg Pincus take control of Pricol Autotech?

Warburg Pincus will take control of Pricol Autotech only after the demerger becomes effective, the company’s shares are listed, the open-offer period expires and agreed conditions precedent are completed. Those conditions include approval from the Competition Commission of India, or CCI.

Following the listing, Topaz Terrace must make a mandatory open offer under the Securities and Exchange Board of India, or SEBI, takeover regulations. The offer may seek up to an additional 26% of Pricol Autotech’s share capital from public shareholders, beyond the 38.51% promoter stake covered by the agreement.

On completion of the proposed transaction and open offer, Topaz Terrace will acquire control of Pricol Autotech and become its largest shareholder, according to the joint release. The sellers will cease to control Pricol Autotech and intend to seek reclassification from its promoter and promoter-group category, subject to applicable law.

The transaction will not alter management or control of Pricol, the filing says. The sequence is material because Pricol Autotech is currently a wholly owned subsidiary, but the scheme first separates and lists it before the sale of the promoter group’s 38.51% stake can be completed.

Conclusion

The proposed transaction combines two linked steps: the transfer of DICVS, a business with approximately Rs 2,400 crore of FY26 revenue, into Pricol Autotech; and the sale of the sellers’ resulting 38.51% stake for up to Rs 1,663.07 crore. Pricol will retain ACFMS and Polymer operations, while Topaz Terrace is positioned to acquire control of the separately listed automotive-electronics business.

The next disclosed milestones are the scheme becoming effective, Pricol Autotech’s proposed listing on BSE and NSE, expiry of the mandatory open-offer period for up to 26% of share capital, and completion of approvals including from the CCI. Warburg Pincus management has said it aims to support investment in technology and talent, expand capabilities and customer relationships, and pursue disciplined strategic acquisitions after completion.