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Pricol Limited M&A Activity 2026

Jun 27, 2026

62089_rns_2026-06-27_23a65d2a-f9ca-4cf4-8160-bd4b9c84d64b.pdf

M&A Activity

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pricol

PRICOL LIMITED

Passion to Excel

109, Race Course, Coimbatore-641 018, India

+91 422 433 6000

[email protected]

pricol.com

CIN: L34200TZ2011PLC022194

CUSTOMERS EMPLOYEES SHAREHOLDERS SUPPLIERS

PL/SEC/TGT/2026-2027/047

Saturday, 27th June 2026

Listing Department National Stock Exchange of India Limited “Exchange Plaza”, C-1, Block G Bandra-Kurla Complex, Bandra (E), Mumbai - 400051 Corporate Relationship Department BSE Limited 1st Floor, New Trading Ring Rotunda Building, P J Towers, Dalal Street, Fort, Mumbai 400 001
Scrip Code: PRICOLLTD Scrip Code: 540293

Dear Sir,

Sub: Intimation of the outcome of the meeting of the Board of Directors of Pricol Limited pursuant to Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations")

Pursuant to Regulation 30 of the Listing Regulations, we would like to inform you that the Board of Directors of Pricol Limited ("Company" or "Demerged Company"), at its meeting held today, has inter alia considered and approved the Scheme of Arrangement between the Company and Pricol Autotech Limited ("Resulting Company") and their respective shareholders and creditors under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013 ("Act") ("Scheme"). The Scheme provides for demerger of the Driver Information & Connected Vehicle Solutions ("DICVS") Business (as defined in the Scheme) of the Company to the Resulting Company and matters incidental thereto.

The Scheme is, inter alia, subject to the receipt of approvals from statutory, regulatory and customary approvals, including approvals from the National Stock Exchange of India Limited and BSE Limited ("Stock Exchanges"), National Company Law Tribunal, Chennai Bench and the shareholders and creditors (as applicable) of the companies involved in the Scheme.

The Scheme as approved by the Board would be available on the website of the Company at https://pricol.com/investors/ after submission of the same with the Stock Exchanges.

The relevant details as required under Regulation 30 of the Listing Regulations read with SEBI Master Circular dated 11 November 2024, bearing reference no. SEBI/HO/CFD/PoD2/CIR/P/0155 ("Master Circular") and SEBI Circular dated 13 July 2023, bearing reference no. SEBI/HO/CFD/CFD-PoD-1/P/CIR/2023/123, with respect to the Scheme are set out in Annexure A hereto.

The copy the media note is enclosed herewith as Annexure B.

Brief presentation on the Scheme of Demerger is enclosed herewith as Annexure C.

The meeting of the Board of Directors commenced at 02.00 PM and concluded at 03.00 PM.

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pricol

PRICOL LIMITED

Passion to Excel

109, Race Course, Coimbatore-641 018, India

+91 422 433 6000

[email protected]

pricol.com

CIN: L34200TZ2011PLC022194

CUSTOMERS EMPLOYEES SHAREHOLDERS SUPPLIERS

This is for your information and records.

Thanking you

Yours faithfully,

For Pricol Limited

TG

THAMIZH

ANBAN

Digitally signed by TG

THAMIZHANBAN

Date: 2026.06.27

15:25:32 +05'30'

T.G. Thamizhanban

Company Secretary

ICSI M.No: F7897

ISO 14001

ISO 9001

BUREAU VERITAS

Certification

BUREAU VERITAS

1828

BUREAU VERITAS

1868

BUREAU VERITAS

1892

BUREAU VERITAS

1828


X

pricol

PRICOL LIMITED

Passion to Excel

109, Race Course, Coimbatore-641 018, India

+91 422 433 6000

[email protected]

pricol.com

CIN: L34200TZ2011PLC022194

CUSTOMERS EMPLOYEES SHAREHOLDERS SUPPLIERS

Annexure A

The details regarding the Scheme as required under Regulation 30 of the Listing Regulations, read with the Master Circular, are as under:

Brief details of the division(s) / undertaking to be demerged The DICVS Business of the Company focuses on smart mobility and integrated electronic solutions, offering products such as Driver Information Systems (including connected, electronic, mechanical and electro-mechanical instrument clusters), integrated infotainment systems, advanced e-cockpit solutions, connectivity solutions such as telematics, battery management systems, and a few sensors. These solutions cater to a wide range of vehicle segments, including two / three -wheelers, passenger vehicles, commercial vehicles, off-highway vehicles, and tractors.
Turnover of the demerged undertaking and as percentage to the total turnover of the listed entity in the immediately preceding financial year The turnover of the DICVS Business for the financial year ending March 31, 2026, stood at INR 2,424.63 crores. This represents 61.17% of the total consolidated turnover of the Company for the financial year ending March 31, 2026.
Rationale for the demerger 1. The proposed Scheme is expected to enable a clear segregation of the Demerged Undertaking (as defined in the Scheme) and the Remaining Business of the Demerged Company (as defined in the Scheme), thereby allowing the Demerged Company and the Resulting Company to concentrate on their respective core activities, business priorities and commercial objectives.
2. The demerger of the DICVS Business is a strategic decision to create a simpler, sharper and more agile corporate entity, to meet the fast changing needs and technologies related to this business and its dynamic market realities. The Demerged Undertaking and the Remaining Business of the Demerged Company currently operates with differing customer needs, competitive dynamics, capital allocation and risk profiles. Over time with a well thoughtout and clear strategic intent, both the Demerged Undertaking and the Remaining Business of the Demerged Company

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pricol

PRICOL LIMITED

Passion to Excel

109, Race Course, Coimbatore-641 018, India

+91 422 433 6000

[email protected]

pricol.com

CIN: L34200TZ2011PLC022194

△ CUSTOMERS △ EMPLOYEES △ SHAREHOLDERS △ SUPPLIERS

have acquired sufficient scale and maturity to function more effectively as focused standalone businesses.

  1. The transfer and vesting of the Demerged Undertaking from the Demerged Company to the Resulting Company pursuant to this Scheme would, inter alia, result in the following benefits for the Parties:

(i) Financial flexibility for each entity to pursue investment decisions aligned with their respective business portfolios and market requirements;

(ii) Reducing operational complexity to enable faster decision making and streamlining operations;

(iii) This demerger will provide each of the businesses with independent and dedicated management teams enabling clear market access and a clean operating model, allowing them to better leverage growth opportunities in the domestic and international markets;

(iv) Allow each entity to tailor its operational processes, policies, systems and governance to meet its respective business needs, resulting in improved execution, efficiency and agility;

(v) Creation of focused and independent business platforms for the Demerged Undertaking and the Remaining Business of the Demerged Company, with clear and enhanced visibility of their respective stakeholder value, growth prospects and investment merits, improved ability to attract strategic and financial investors to meet the needs of the respective business, greater flexibility to access capital, pursue growth and technology opportunities and implement their respective long-term strategies.

  1. The Scheme is in the interests of all stakeholders of the Demerged Company and the Resulting Company.

| Brief details of change in shareholding pattern (if any) of all entities | (I) In the case of the Company:
Pursuant to the Scheme, there shall be no change in the shareholding pattern of the Company. |
| --- | --- |

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1828

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pricol

PRICOL LIMITED

Passion to Excel

109, Race Course, Coimbatore-641 018, India

+91 422 433 6000

[email protected]

pricol.com

CIN: L34200TZ2011PLC022194

CUSTOMERS EMPLOYEES SHAREHOLDERS SUPPLIERS

(II) In the case of Pricol Autotech Limited (Resulting Company): Upon the Scheme becoming effective, the entire paid-up equity share capital of the Resulting Company held by the Company as on the Effective Date of the Scheme will stand cancelled and reduced and the Resulting Company will issue and allot fully paid-up equity shares to the eligible shareholders of the Company, in accordance with the Scheme. Brief details of change in shareholding pattern of the Resulting Company are provided below:
Details Pre-Scheme Shareholding % Post-Scheme Shareholding %
Promoters 100.00 # 38.51
Public - 61.49
Total 100.00 100.00
# The Company owns 100% shareholding of the Resulting Company.
In case of cash consideration – amount or otherwise share exchange ratio There is no cash consideration being discharged under the Scheme. Upon the Scheme becoming effective, in consideration of the demerger of the DICVS Undertaking, the Resulting Company shall issue and allot on a proportionate basis to the shareholders of the Company whose names are recorded in the register of members and records of the depository as shareholders of the Company as on the Record Date (as defined in the Scheme), as under: 1 (One) fully paid-up equity share of the Resulting Company having face value of INR 1 (Rupee One only) each for every 1 (One) fully paid-up equity share of INR 1 (Rupee One only) each of the Company. The share entitlement ratio has been arrived basis the Share Entitlement Ratio Report dated 27th June 2026

ISO 9001 BUREAU VERITAS Certification 7825

BUREAU VERITAS 1828

1828

BUREAU VERITAS 25

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X

pricol

PRICOL LIMITED

Passion to Excel

109, Race Course, Coimbatore-641 018, India

+91 422 433 6000

[email protected]

pricol.com

CIN: L34200TZ2011PLC022194

△ CUSTOMERS △ EMPLOYEES △ SHAREHOLDERS △ SUPPLIERS

| | issued by SSPA & Co, Chartered Accountants, Registered Valuer. Further, Saffron Capital Advisors Private Limited, a SEBI registered Merchant Banker, has issued a Fairness Opinion on the said report.

The entire paid-up equity share capital of the Resulting Company held by the Company as on the Effective Date of the Scheme will stand cancelled and reduced, without any consideration, upon issuance and allotment of the aforesaid shares of the Resulting Company to the shareholders of the Company as on the Record Date (as defined in the Scheme), as aforesaid. |
| --- | --- |
| Whether listing would be sought for the resulting entity | Yes. The equity shares of the Resulting Company shall be listed and admitted to trading on the Stock Exchanges pursuant to the Scheme subject to receipt of requisite approvals from statutory and regulatory authorities. |

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NOTES

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pricol

Annexure B

PRICOL LIMITED

Passion to Excel

109, Race Course, Coimbatore-641 018, India

+91 422 433 6000

[email protected]

pricol.com

CIN: L34200TZ2011PLC022194

△ CUSTOMERS △ EMPLOYEES △ SHAREHOLDERS △ SUPPLIERS

PRICOL LIMITED BOARD APPROVES STRATEGIC DEMERGER OF DRIVER INFORMATION & CONNECTED VEHICLE SOLUTIONS BUSINESS

  • Strategic demerger to create two focused business platforms – an Automotive Technology Entity and an Automotive & Industrial Precision Engineering Entity, for a simpler, sharper and more agile structure meeting the fast-changing technological needs and the dynamic market realities
  • Shareholders of Pricol Limited to receive 1 equity share of Pricol Autotech Limited, for every 1 equity share held in Pricol Limited

Coimbatore, June 27th, 2026: Pricol Limited {BSE: 540293 & NSE: PRICOLLTD}, one of India's leading automotive technology and precision engineering products and solutions company, announced today that its Board of Directors has approved a scheme of arrangement to demerge its Driver Information & Connected Vehicle Solutions ('DICVS') business undertaking into Pricol Autotech Limited. Post the demerger, Pricol Limited will continue to focus on its Actuation, Control & Fluid Management Systems ('ACFMS') and Precision Products ('P3L') businesses.

The proposed restructuring will create two focused business platforms - an automotive technology entity and an automotive & industrial precision engineering entity - simplifying the group's corporate structure while enabling each business to sharpen its strategic focus, accelerate innovation, and respond more effectively to evolving customer requirements, dynamic market realities and fast-changing technology trends through dedicated management teams and independent capital allocation frameworks.

The proposed Scheme is expected to enhance operational and financial efficiency by reducing complexity, enabling faster decision-making, while allowing each entity to align its processes, systems, and governance frameworks. The demerger is also expected to improve visibility of each business' value proposition and growth prospects, strengthen strategic and financial flexibility for each entity to pursue investment decisions aligned with their respective business portfolios and support the effective execution of its long-term strategic objectives, besides unlocking shareholder value.

Over the years, the DICVS business, which focuses on smart mobility and integrated electronic solutions, offering products such as Driver Information Systems (including connected, electronic, mechanical and electro-mechanical instrument clusters), integrated infotainment systems, advanced e-cockpit

ISO 9001 BUREAU VERITAS Certification 7825

BUREAU VERITAS 1828

BUREAU VERITAS Certification 1884


pricol

PRICOL LIMITED

Passion to Excel

109, Race Course, Coimbatore-641 018, India

+91 422 433 6000

[email protected]

pricol.com

CIN: L34200TZ2011PLC022194

△ CUSTOMERS △ EMPLOYEES △ SHAREHOLDERS △ SUPPLIERS

solutions, connectivity solutions such as telematics, battery management systems, and a few sensors, has evolved into a differentiated platform with distinct customer needs, competitive landscapes, technology priorities and growth opportunities. The proposed demerger recognises this evolution and enables the business to pursue independent long-term strategies, strengthen technology capabilities, partnerships for integrated solution offerings and respond more effectively to changing industry dynamics.

The ACFMS and P3L businesses will continue to remain part of Pricol Limited, with the ACFMS business being supported by growing domestic and export footprints and opportunities in fluid management and control solutions, and the P3L business being strategically positioned to capitalise on the expanding opportunity in precision components. Together, these businesses continue to strengthen Pricol's focused strategy, enhance growth visibility and contribute meaningfully to long-term value creation.

Shareholders of Pricol Limited will receive one fully paid-up equity share of Pricol Autotech Limited for every one fully paid-up equity share held in Pricol Limited (1:1 share entitlement ratio), resulting in the shareholding of Pricol Autotech Limited mirroring the shareholding of Pricol Limited, subject to the Scheme becoming effective. The resulting company is proposed to be listed on the National Stock Exchange of India Ltd and the BSE Limited. The proposed scheme remains subject to the receipt of the requisite statutory, regulatory and shareholder approvals for the Scheme.

Commenting on the development, Mr. Vikram Mohan, Chairman & Managing Director, Pricol Limited, said:

"The proposed demerger marks an important milestone in Pricol's growth journey. Over the years, our businesses have evolved into strong and differentiated platforms with distinct customer needs, technology priorities, capital requirements and growth opportunities. We believe this is the right time for each business to operate independently with dedicated leadership, sharper strategic focus and greater operational agility. This new structure will enable both companies to pursue focused growth strategies, accelerate innovation and respond more effectively to evolving market opportunities. We are confident that the proposed demerger will strengthen our competitive position and create sustainable long-term value for all our stakeholders."

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pricol

PRICOL LIMITED

Passion to Excel

109, Race Course, Coimbatore-641 018, India

+91 422 433 6000

[email protected]

pricol.com

CIN: L34200TZ2011PLC022194

CUSTOMERS EMPLOYEES SHAREHOLDERS SUPPLIERS

List Of Transaction Advisors:

  • Corporate Advisors: Veda Corporate Advisors Private Limited
  • Legal advisors for the Scheme: Khaitan & Co and Ramani & Shankar Advocates
  • Tax Advisors: Price Waterhouse & Co LLP
  • Merchant Banker: Saffron Capital Advisors Private Limited
  • Registered Valuer: SSPA & Co., Chartered Accountants

About Pricol Limited:

Pricol Limited (BSE: 540293, NSE: PRICOLLTD) is one of India's leading automotive technology and precision engineering products and solutions company, headquartered in Coimbatore, India. Commencing operations in the year 1975 and being committed to attain leadership and excellence, the company has evolved into a reputed brand in the global automotive industry. By being customer centric and pushing the boundaries on product and process technology and innovation, Pricol, today, is recognized as a preferred partner to many leading automotive Original Equipment Manufacturers (OEMs) across the world. The company's operations are currently classified into three verticals, Driver Information and Connected Vehicle Solution (DICVS), Actuation, Control and Fluid Management System (ACFMS) and Precision Products (P3L).

More than 5,200+ product variants (including subsidiaries) are supplied to leading automotive OEMs in the Two/Three-Wheelers, Passenger Vehicles, Commercial Vehicles & Off Highway Vehicles space across India and in International Markets. Today, the Company has 15 manufacturing plants (including subsidiaries) across India (Coimbatore, Manesar, Pantnagar, Pune, Sricity, Mysuru, Hosur,

ISO 9001 BUREAU VERITAS Certification

BUREAU VERITAS 1828

BUREAU VERITAS 1884

BUREAU VERITAS Certification

BUREAU VERITAS 1828


X

pricol

PRICOL LIMITED

Passion to Excel

109, Race Course, Coimbatore-641 018, India

+91 422 433 6000

[email protected]

pricol.com

CIN: L34200TZ2011PLC022194

CUSTOMERS EMPLOYEES SHAREHOLDERS SUPPLIERS

Narasapura, Chennai, Nalagarh, Bhiwadi and Sanand), 1 manufacturing unit in Indonesia, and 3 international offices (Dubai, Tokyo and Singapore).

Follow Pricol Limited on LinkedIn: https://www.linkedin.com/company/pricol-limited/

Contact Information:

Investor Relations Representative: Mr. Anuj Sonpal Valorem Advisors Tel: +91-22-3507-5100 Email: [email protected] Public Relations Mr. Rohin Nagrani Adfactors PR Email: [email protected] Tel: +91 99209 80625 Ms. Priyanka Singh Adfactors PR Email: [email protected] Tel: +91 82911 38556 Company Secretary & Compliance Officer Mr. T.G Thamizhanban Pricol Limited Tel: +91 422-433-6238 Email: [email protected]

109, Race Course, Coimbatore - 641 018, Tamil Nadu, India CIN: L34200TZ2011PLC022194

--0--

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NOTES

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Annexure G

img-0.jpeg

img-1.jpeg

Proposed Demerger of DICVS Business

27-Jun-2026


Disclaimer

The contents of this presentation are for informational purposes only and for the reader's personal non-commercial use. The contents are intended but not guaranteed to be correct complete or absolutely, accurate. This presentation also contains forward-looking statements based on the currently held beliefs and assumptions of the Management of the Company, which are expressed in good faith and in their opinion are reasonable.

Forward looking statements involve known and unknown risks, contingencies, uncertainties, market conditions and other factors which may cause the actual results, financial condition, performance or achievements of the Company or industry results to differ materially from the results, financial condition, performance or achievements expressed or implied by such forward-looking statements. The Company disclaims any obligation or liability to any person for any loss or damage caused by errors or omissions whether arising from negligence, accident or any other cause.

Recipients of this presentation are not to construe its contents or any prior or subsequent communications from or with the Company or its representatives as investment advice or as an offer, invitation, solicitation or recommendation to subscribe for, purchase or acquire securities of the Company. In addition, this presentation does not purport to be all inclusive or to contain all the information that may be required to make a full analysis of the Company and of the relevance and adequacy of the information and should make such other investigations as they deem necessary.

prical


Agenda
01 About the Company
02 Proposed Demerger
03 Pricol Autotech Limited
04 Pricol Limited

pricol


About the Company

img-2.jpeg

1975

Commenced operations in Coimbatore, INDIA.

img-3.jpeg

470 +

Product & Process Engineers

img-4.jpeg

IATF 16949:2016, ISO14001:2015, ISO 45001:2018, ISO/IEC 17025:2017 and ISO/IEC 27001:2022 (Obtained ISO 9001 in the year 1993)

img-5.jpeg

10,000 +

Employees (Including Subsidiaries)

img-6.jpeg

2

Technology Centers (~4.5% of Total revenue spent on R&D)

img-7.jpeg

40,523.70 INR Million (~426.56) USD Million

FY26 Consolidated Total Income

img-8.jpeg

16

Manufacturing Plants (Including Subsidiaries)

img-9.jpeg

5

Presence in India, Indonesia, Singapore, Japan and Dubai.

img-10.jpeg

Top 100

Industrial Innovation Awards 2025 Awarded by CII

img-11.jpeg

6

Key Strategic Partnerships

img-12.jpeg

16

Countries Direct OEM Supplies

img-13.jpeg

100%

Energy Consumption via Renewable Sources. (Excluding Diesel Generator)

prical


Proposed Demerger


Proposed Demerger Summary

  • Board of Directors has approved a Scheme of Arrangement for the demerger of its Driver Information & Connected Vehicle Solutions ('DICVS') business into Pricol Autotech Limited, while Pricol Limited will continue to focus on its Actuation, Control & Fluid Management Systems ('ACFMS') and Pricol Precision Products ('P3L') businesses.

  • Strategic decision to create two focused business platforms – an Automotive Technology entity and an Automotive & Industrial Precision Engineering entity.

  • Shareholders to receive 1 equity share of resulting company, Pricol Autotech Limited, for every 1 equity share held in Pricol Limited.

  • The Scheme will enable each entity to pursue its respective strategic priorities, growth opportunities and commercial objectives.

  • The demerger will establish a simpler and more agile corporate structure, allowing each business to respond more effectively to its distinct market dynamics, customer requirements and fast changing technology trends.

  • Scheme is expected to create long-term value for the shareholders and other stakeholders of both companies.

pricol


Current Business Structure

Pricol Limited

100% Subsidiary

Pricol Precision Products Private Limited

img-14.jpeg
Driver Information and Connected Vehicle Solutions (DICVS)

img-15.jpeg
Actuation, Control and Fluid Management System (ACFMS)

img-16.jpeg
Precision Products (P3L)

pricol


Proposed Business Structure

Pricol AutoTech Limited (Resulting Co)*

img-17.jpeg
Driver Information and Connected Vehicle Solutions (DICVS)

img-18.jpeg
Actual

img-19.jpeg
Pricol Omniducts (Demerged Co)
Actual Precision Products Private Limited (100% Subsidiary of Demerged Co)
Pricol Amid

Driver Information and Connected Vehicle Solutions (DICVS)

img-20.jpeg

img-21.jpeg

img-22.jpeg

img-23.jpeg
Bettery Management System

TFT Cluster

LCD Cluster

LCD Cluster

TFT Cluster

LCD Cluster

TFT Cluster

TFT Cluster

TFT

Actual

  • Pricol Autotech Limited represents the strategic carve-out of Pricol Limited's Driver Information & Connected Vehicle Solutions ("DICVS") business segment.

pricol


Transaction Overview

Share Entitlement Ratio: Shareholders of Pricol Limited will get 1 (one) share of Pricol Autotech each for every 1 (one) share each held in Pricol Limited.

img-24.jpeg

Abbreviation :

DICVS – Driver Information and Connected Vehicle Solutions

ACFMS - Actuation, Control and Fluid Management System

pricol


Strategic Rationale for Demerger

Unlocking the full potential of two strong businesses with distinct strategic priorities, technology needs and growth drivers

| | | Pricol Autotech Limited
(DICVS) | Pricol Limited
(ACFMS & P3L) |
| --- | --- | --- | --- |
| 1 | Strategic Identity | Technology platform for Automotive Business, Rides the structural fast changing & dynamic global technology transformation with integrated solutions. | Core Automotive Engineering & Industrial Manufacturing Platform. Rides production growth, Manufacturing Agility and replacement demand |
| 2 | Value Creation Model | Innovation-led: technology, premiumization & increasing electronic content per vehicle, with integrated solutions. | Scale-led: manufacturing excellence, operational efficiency & competitive pricing |
| 3 | Key Industry Megatrends | Display, electrification, connectivity, entertainment, e-cockpit, smart mobility, vehicle intelligence, ADAS | Vehicle production growth, localisation, increased global market penetration, lightweighting & manufacturing efficiency |
| 4 | Competitive Advantage | Software, hardware & electronics engineering expertise, IP & product innovation through integrated solutions | Manufacturing capabilities, process excellence, cost competitiveness & operational execution |
| 5 | Capital Deployment Priorities | Talent, product development, software, global R&D centres, tech investments & overseas acquisitions | Manufacturing capacity, automation, productivity enhancement, operations & domestic acquisitions |
| 6 | Talent Ecosystem | Electronics and Electro – Mechanical engineers, embedded software specialists, system architects, tech innovators, cyber security and functional safety experts. | Manufacturing leaders, Electro - Mechanical engineers, Fluid Management Experts and Polymer Specialists. |
| 7 | Partnership Ecosystem | Display, Chip design, semiconductor companies, software / embedded providers, mobility innovators & extended solution providers. | Tier-2/3 suppliers, manufacturing partners & industrial ecosystem participants |
| 8 | Business Risk Profile | Technology disruption, product innovation cycles & semiconductor ecosystem risks | Automotive cyclicality, commodity costs & operational execution risks |

Abbreviation :
DICVS – Driver Information and Connected Vehicle Solutions
ACFMS - Actuation, Control and Fluid Management System
P3L – Precision Products

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Strategic Objective for Demerger

img-25.jpeg
Strategic Focus

Independent growth strategies aligned to distinct industry dynamics, integrated solution and fast changing technology trajectories

img-26.jpeg
Strategic Optionality

Greater flexibility to pursue partnerships, investments, M&A and listings aligned to each business objectives

img-27.jpeg
Capital Efficiency

Tailored capital allocation frameworks supporting business-specific priorities - innovation vs. scale

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Leadership & Talent

Enhance management focus. Attracts specialised talent - technology innovators vs. manufacturing leaders

img-29.jpeg
Value Unlocking

Clear market recognition and appropriate valuation benchmarks for each business, free from conglomerate discount

The proposed demerger will create two focused listed entities, enabling each business to pursue its own strategic agenda, accelerate decision-making, improve capital allocation & unlock long-term shareholder value.

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Demerger Value Proposition for Shareholders

Unlocking Shareholders value from owning one diversified company to two focused structurally different entities — each better positioned to realise its full value potential

01

Enhanced Value Discovery

Separate valuation frameworks unlock intrinsic value of two fundamentally different businesses

02

Two Focused Growth Platforms

Shareholders retain ownership in both listed entities — continuing to participate in the full growth potential of each business

03

Improved Capital Allocation

Independent capital deployment towards highest-return opportunities improves return on capital and long-term value creation

04

Accelerated Growth Potential

Dedicated management focus and independent strategic agendas enable faster decision-making and sharper execution

05

Improved alignment with Investor preferences

Enables each business to attract investors aligned with its specific theme, growth profile, strategic priorities and risk return characteristics

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Key Milestones

  1. NOC from stock exchanges
  2. Application filing with NCLT
  3. Meeting of shareholders and creditors as per NCLT directives
  4. Approval of scheme by NCLT
  5. Separation of legal entities
  6. Listing and trading of new entities on stock exchange

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Pricol Autotech Limited


India Automotive Industry: A Structurally Compelling Long-Term Growth Story

World's largest two-wheeler market · Third-largest automotive market globally

TWO-WHEELERS

~21.7M Domestic units Sold | FY2026 — world's #1

~8–10% Projected Volume CAGR 2025–30E

  • 5.2M units exported FY2026 (+23% YoY)
  • 6.5%+ EV share in FY26; Expected to be 25% by FY30
  • 10%+ Apr'26 and May'26 YoY growth

KEY GROWTH DRIVERS

  • Rising rural incomes & aspirations. Replacement demand
  • Scooter premiumisation & connectivity
  • Strong export pipeline — Africa, LatAm, SE Asia
  • EV inflection: 1M+ electric 2W sold in FY25

PASSENGER VEHICLES

~4.6M Domestic units Sold | FY2026 — record high

~6–8% Projected Volume CAGR 2025–30E

  • 0.9M units exported FY26 — highest ever (+17.5%)
  • 4.5% EV share in FY26; Expected to be 20–25% by FY30
  • 20%+ Apr'26 and May'26 YoY growth

KEY GROWTH DRIVERS

  • SUV boom & premiumisation driving ASP up
  • Rising ADAS, display & connectivity content
  • India as global export hub (100+ countries)
  • Electric PV penetration accelerating post-2026

COMMERCIAL VEHICLES

~1.0M Domestic units Sold | FY2026

~5–7% Projected Volume CAGR 2025–30E

  • ₹11T+ NIP infra pipeline driving freight demand
  • EV CVs fleet electrification accelerating in logistics segment (Micro & Light Commercial Vehicle)
  • 10%+ Apr'26 and May'26 YoY growth

KEY GROWTH DRIVERS

  • National infrastructure programme unlocking demand
  • E-commerce & last-mile logistics driving LCV growth
  • Fleet electrification & telematics adoption
  • Safety mandates boosting electronics content

Sources: SIAM, FADA, Autobei, MarketsandMarkets, IMARC Group

X

prical


Indian Automotive Electronics

A structurally high-growth opportunity driven by electrification, connectivity & software-defined vehicles

USD 12 Bn+

Indian Automotive
Electronics Market Size 2025

~3x

Growth vs. auto
industry rate

35-45%+

Electronics share
in EV value

20% CAGR

Projected market
growth 2025–30

5 STRUCTURAL TRENDS

01 EV Adoption & Electrification
2–3x higher electronics content per EV; EV share in PVs targeting ~30% by 2030

02 Software-Defined Vehicles
1MOTA updates, centralised compute and embedded software create new value pools

03 Connected Vehicles
V2X, telematics and in-car entertainment require embedded connectivity at scale

04 Advanced Safety (ADAS)
Mandatory ABS, airbag ECUs and upcoming AEB/lane assist mandates drive non-discretionary demand

05 Localization & Semiconductors
PLI & DLI schemes are building domestic design and manufacturing capability

ELECTRONICS CLUSTER MIX ($BN)

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*Segment containing Instrument Clusters

Source: McKinsey report, Management Analysis, Market estimates

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Digital Clusters, Infotainment & E-Cockpit

Display quality & enhanced features have become the #1 consumer purchase trigger — creating a winner-takes-more market for technology-led suppliers. Structural integration on fast evolving technology solutions to become a value-added player.

The Technology Revolution

From analog dials to immersive digital cockpits

  • Analog → Digital Transition:
    TFT/LCD clusters replacing mechanical dials across all segments – Premiumisation of human machine interface across all vehicle segments

  • Integrated Solutions:
    Single software platform integrating clusters, infotainment, ADAS alerts, sensors & telematics & connectivity into one unified solution will become the norm.

  • Integrated Software Stack:
    More complex software architectures interfacing with vehicle control units in line to software defined vehicles

  • OTA & AI Personalisation:
    Software-defined cockpits enable continuous feature upgrades; AI adapts display, audio & navigation to driver preferences

Consumer Value & Willingness to Pay

Display quality and features is now a primary purchase driver

  • #1 Purchase Driver:
    78% of buyers prefer smart cockpit/infotainment — now ranked above fuel economy in brand preference

  • Premium Display = Price Premium:
    OEMs charge sizable premium for TFT/OLED cluster upgrades to manage the entire solution lifecycle; consumers willingly pay

  • Entertainment as Differentiator:
    Audio quality, screen size, streaming connectivity & voice AI are primary evaluation criteria in test drives

  • SUV & EV Acceleration:
    SUV cockpits showcase multi-display layouts; EV dashboards require full digital — both fast-growing segments in India

India: The Fastest-Growing Market

Highest CAGR globally — unique multi-segment tailwind

  • 2W Digital Clusters:
    India world's largest 2W market — fastest adoption of digital TFT clusters; 125cc+ now standard

  • Premiumisation Wave:
    Mid-segment buyers demanding TFT clusters, touchscreens & CarPlay as minimum expectations

  • EV Dashboard Demand:
    Every EV requires full digital dash — India's EV ramp creates entirely new cluster demand

  • OEM Investment:
    All leading OEMs rapidly upgrading cluster/infotainment content across model ranges

Source: Industry Estimates, Management Analysis

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Key Segments Within India's Automotive Electronics Market

ADAS · Powertrain & BMS · Sensors · Body Electronics · Connectivity · Safety Systems: as an allied technology expansion through integrated solution with Digital Clusters, Infotainment & e-cockpits

ADAS & Active Safety

  • Bharat NCAP drives AEB, lane-keep, blind-spot adoption
  • Cameras, radar, ultrasonic sensors — core hardware layer
  • Luxury → premium → mid-segment cascade underway
  • L2 autonomy scaling (Tata, MG, Hyundai)

Powertrain & EV Power Electronics

  • BMS, inverters & on-board chargers in focus
  • Domestic BMS design emerging; cells still imported
  • SiC / GaN power semiconductors

Sensors Market

  • MEMS, LiDAR, radar, ultrasonic & position sensors
  • ADAS, EVs & predictive maintenance drive demand
  • Import-heavy today; PLI/ECMS building local ecosystem

Body Electronics

  • Keyless entry, auto windows, ambient lighting
  • BCM consolidation reducing ECU count
  • Comfort electronics reaching mid to low vehicle segments

Telematics & Connectivity

  • Today, clusters are integrated with telematics and sensor
  • e-SIM + 4G/5G telematics units becoming standard
  • Fleet management, remote diagnostics, telematics are becoming a norm

ECUs & Domain Controllers

  • Shift from distributed ECUs to domain/zonal control
  • Central compute gaining share
  • SDV architecture needs high-compute, OTA-capable SoCs
  • High interfacing and integration with Digital clusters

Source: Markwide Research, Market estimates

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Pricol Autotech Limited: Positioned as a Premium Mobility Tech Platform

Strong direction, Faster pace — underpinned by electrification, connectivity and software-defined vehicles through fast changing integrated technologies and dynamic market realities

01 CUSTOMER EXPANSION

Deepen OEM Relationships

Retain leadership with key customers, enhance wallet share with new customers and aggressively pursue passenger cars opportunities across platforms

  • Broader customer base
  • Higher wallet share

02 PRODUCT EXPANSION

Broaden Electronics Portfolio

Strengthen the sensors, telematics and vehicle intelligence portfolio. Accelerate e-cockpit and infotainment deployment. Pursue IP-led acquisitions and technology tie-ups to become a significant integrated electronics solution player

  • Higher content per vehicle
  • Inorganic growth

03 R&D AND CAPABILITY

Technology & Innovation Leadership

Scale engineering and R&D investments; build deep capabilities in connected and software-defined vehicle architectures

  • Sustainable competitive advantage
  • Improve customer relevance

04 GEOGRAPHIC EXPANSION

Expand Global Footprint

Establish engineering, R&D centres in key markets; strengthen partnerships with regional OEMs; also, to align with accelerating domestic OEM expansion in global markets; and build capabilities to capture emerging growth opportunities in those markets.

  • Global competitiveness
  • Diversified revenue streams

05 PARTNERSHIPS

Make in India: Localisation Partnerships

Technology tie-ups and partnerships with global companies paired with domestic partnerships in display, chip design and adjacent technologies – gradually building a localized, disruption proof ecosystem.

  • Cost optimization
  • Minimize forex dependency

06 TALENT AND LEADERSHIP

Build a Best-in-Class Org

Dedicated leadership, specialised talent and incentive structures fully aligned to the needs of a high-growth mobility technology business

  • Stronger execution capability
  • Organisational agility

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Pricol Limited


Automotive Actuation, Fluid Management & Polymer Products

Riding on Strong Growth Engines supported by robust export opportunities and regulatory measures

GROWING DOMESTIC DEMAND

Advanced Fluid Management Systems

  • BS-VI Phase 2 norms demanding precision fuel, DEF & exhaust fluid management — non-discretionary upgrade cycle
  • EV thermal management: battery & motor cooling systems creating entirely new fluid management demand at scale
  • Premium vehicle boom driving advanced power steering, transmission & hydraulic fluid system adoption

Rising Polymer & Plastics Demand

  • Lightweighting mandate driving replacement of metal with engineered plastics across all vehicle categories
  • Advanced polymer composites increasingly used in structural, interior & under-hood components — content/vehicle rising sharply
  • High-performance thermoplastics replacing metal in fuel systems, air intake, fluid reservoirs & HVAC components

Regulatory Tailwinds — Safety Mandates

  • Government mandate: Disc brakes across 2-wheelers including Electric Two wheelers — large, sustained, non-discretionary demand wave
  • ABS mandatory across motorcycles & CBS for all 2W; upcoming ADAS & ESC regulations driving advanced braking system adoption across all vehicle categories

RIDING EXPORT TAILWINDS

India's Cost Edge & Global Competitiveness

  • Structurally durable labour cost advantage vs Western markets
  • Proven ability to demonstrate OEM grade consistency in quality at scale
  • India’s vast engineering talent pool- critical for technology led manufacturing

China+1 & Western Outsourcing Acceleration

  • Geopolitical shifts forcing global OEMs to diversify away from China
  • ICE volumes declining in developed markets — OEMs consolidating to low-cost global suppliers
  • Western manufacturing increasingly unviable due to energy, labour & ESG costs.

Landmark FTAs — Market Access Unlocked

  • UK FTA-Catalyses capital flows in advanced manufacturing; UK as gateway into global supply chains
  • EU FTA-Deeper OEM integration with leading European OEMs
  • US FTA-In progress

Source: Industry Estimates, Management Analysis

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Pricol Limited : Creating a Scalable Precision Engineering Platform

Strong foundation and growth enabled by product leadership, manufacturing excellence and cost competitiveness

01 CUSTOMER EXPANSION

Expand OEM Engagement & Increase Vehicle Content

  • Deepening OEM relationships
  • Expanding content across existing platforms
  • Increasing penetration through multiple product adoption

> Deeper OEM partnerships - Increase Content Per Vehicle

02 PRODUCT & TECHNOLOGY EXPANSION

Move Towards Vehicle Systems

  • Advanced fluid management systems
  • Actuation and control solutions
  • Braking technologies
  • Lightweight polymer applications
  • Future allied mobility applications

> Integrated solutions - Higher value capture per vehicle

03 POLYMER DIVISION TRANSFORMATION

Polymer Centre of Excellence

  • Establish Polymer Centre of Excellence
  • Strengthen mould design & development capability
  • Upgrade tool room capability
  • Enhance injection moulding capacity
  • Improve process automation and quality systems

> Technology differentiation - Long-term customer stickiness

04 GLOBAL EXPANSION

Scale Export-Led Growth

  • Expand export customer base
  • Participate in global supply chains through geo-political shift
  • Build international customer programs

> Global scale advantage - Resilient revenue mix

05 STRATEGIC GROWTH

Accelerate Through Partnerships & Inorganic Opportunities

Explore:

  • Precision capability acquisitions (metal forming, precision engineering, advanced manufacturing)
  • Market access opportunities
  • Complementary manufacturing capabilities

> Operational synergies - Improved cost competitiveness

06 ORGANIZATION & EXECUTION

Build a resilient Core Automotive & Industrial Manufacturing Business

Focus areas:

  • Tooling expertise
  • Manufacturing excellence
  • Quality systems
  • Program management

> Execution excellence - Scalable growth organization

pricol


PASSIONATE
SUSTAINABLE
DYNAMIC
EVOLVING

Investor Relations
Details: Mr. Anuj Sonpal
Valorem Advisors
Email: [email protected]
Tel: +91-22-4903-9500

Public Relations
Details: Mr. Rohin Nagrani
Adfactors PR
Email: [email protected]
Tel: +91-22-6757-4444

Company Secretary & Compliance Officer
Details: Mr. T.G Thamizhanban
Pricol Limited
Email: [email protected]
Tel: +91 42-2433-6238