Pricol Limited’s Board of Directors has approved the execution of a Share Purchase Agreement, allowing Topaz Terrace Investments (an affiliate of Warburg Pincus LLC) to acquire 38.51% of Pricol Autotech’s paid-up equity share capital. This transaction follows the proposed demerger of Pricol’s Driver Information & Connected Vehicle Solutions (DICVS) business into Pricol Autotech. The deal is subject to regulatory approvals and the effectiveness of the demerger scheme.
Pricol Autotech Stake Sale to Warburg Pincus Approved
The Board of Directors of Pricol Limited, at its meeting held on November 13, 2026, has approved the execution of a Share Purchase Agreement. This agreement pertains to the proposed sale of an aggregate of 4,69,34,833 equity shares, representing 38.51% of the paid-up equity share capital of Pricol Autotech (on a fully diluted basis), to Topaz Terrace Investments, an affiliate entity of Warburg Pincus LLC (the “Acquirer”). These shares will be collectively held by the Sellers pursuant to the allotment of equity shares of Pricol Autotech to the Sellers in terms of the Scheme of Demerger.
Scheme of Demerger Context
This transaction is intrinsically linked to a previously approved scheme of arrangement. On June 27, 2026, the Boards of Directors of Pricol Limited and Pricol Autotech had approved a scheme of arrangement for the demerger of the Driver Information & Connected Vehicle Solutions (DICVS) Business of Pricol into Pricol Autotech. In consideration, 1 fully paid-up equity share of Pricol Autotech would be issued for every 1 fully paid-up equity share of Pricol Limited held by its shareholders.
Key Parties Involved
The parties to the Share Purchase Agreement include the Acquirer (Topaz Terrace Investments B.V.), the Sellers (certain members of the promoter and promoter group of Pricol Limited including Mr. Vijay Mohan, Mr. Vikram Mohan, Mrs. Vanitha Mohan, 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), Pricol Limited, and Pricol Autotech.
Transaction Details and Conditions
The Share Purchase Agreement outlines the terms for the acquisition of 38.51% of Pricol Autotech’s equity share capital. The Acquirer, incorporated in The Netherlands, is not related to the Company. The transaction is contingent upon the Scheme of Demerger becoming effective, the listing of Pricol Autotech’s equity shares, the expiry of an open offer period by the Acquirer, and the satisfaction of other agreed-upon conditions precedent, including approval from the Competition Commission of India. The DICVS business reported approximately INR 2,400 crore in revenue in FY26, contributing around 60% of Pricol’s consolidated revenue. Pricol Autotech, once independent, is expected to benefit from Warburg Pincus’s investment approach and sector expertise.
Impact on Management and Control
The company states that there will be no impact on the management and control of Pricol Limited. However, upon consummation of the Proposed Transaction, the Acquirer will gain control over Pricol Autotech. Consequently, the Sellers will cease to be in control of Pricol Autotech and will seek reclassification from the promoter and promoter group category, subject to applicable law.
Consideration and Financials
Pricol Limited will not receive any consideration from this Proposed Transaction. The consideration will be received by the Sellers from the Acquirer. The aggregate consideration payable for the sale of Pricol Autotech shares is up to INR 1,663.07 Crores.
Related Party Transaction Status
Pricol Autotech is a wholly owned subsidiary of Pricol Limited. However, the Proposed Transaction is determined not to fall within the scope of related party transactions.
Source: BSE
