Pricol board approves demerger of DICVS business to Pricol Autotech

Pricol Limited 's board has approved a scheme of arrangement to demerge its Driver Information & Connected Vehicle Solutions (DICVS) business into Pricol Autotech Limited, a wholly-owned subsidiary. The strategic move is designed to create two focused and independent business platforms, each with a distinct operational mandate. The DICVS business, which specialises in smart mobility and integrated electronic solutions, recorded a turnover of ₹2,424.63 crores for the financial year ending March 31, 2026, representing 61.17% of the company's total consolidated turnover for the same period.

Rationale and Business Restructuring

The demerger is aimed at segregating the DICVS undertaking from Pricol Limited's remaining businesses, enabling each entity to concentrate on its respective core activities. Post-demerger, Pricol Limited will retain the Actuation, Control & Fluid Management Systems (ACFMS) and Precision Products (P3L) businesses. The board believes this restructuring will facilitate faster decision-making, reduce operational complexity, and improve capital allocation aligned with specific business portfolios.

Share Entitlement and Listing

Upon the scheme becoming effective, Pricol Autotech Limited will issue shares directly to the shareholders of Pricol Limited. There is no cash consideration involved in the transaction. The share entitlement ratio is set at 1:1 — shareholders will receive one fully paid-up equity share of Pricol Autotech Limited, with a face value of ₹1, for every one fully paid-up equity share of ₹1 held in Pricol Limited. The entire paid-up equity share capital of Pricol Autotech Limited currently held by Pricol Limited will be cancelled and reduced. The resulting company will seek listing on the National Stock Exchange of India Limited and BSE Limited, subject to requisite approvals.

Parameter	Details
DICVS Turnover (FY ending Mar 31, 2026)	₹2,424.63 crores
% of Total Consolidated Turnover	61.17%
Share Entitlement Ratio	1:1
Face Value of Pricol Autotech Share	₹1
Cash Consideration	Nil

Shareholding Pattern

The demerger will significantly alter the shareholding structure of Pricol Autotech Limited, which is currently fully owned by Pricol Limited. Post-scheme, the shareholding pattern of the resulting company will mirror that of the parent company, as illustrated below.

Details	Pre-Scheme Shareholding %	Post-Scheme Shareholding %
Promoters	100.00	38.51
Public	-	61.49
Total	100.00	100.00

Regulatory Approvals and Advisors

The scheme remains subject to approvals from statutory and regulatory authorities, including the National Company Law Tribunal, Chennai Bench, stock exchanges, and shareholders. The transaction is supported by a team of professional advisors: Veda Corporate Advisors Private Limited serves as the corporate advisor, Khaitan & Co and Ramani & Shankar Advocates act as legal advisors, Saffron Capital Advisors Private Limited is the merchant banker, and SSPA & Co., Chartered Accountants, acted as the registered valuer.

1 Day	5 Days	1 Month	6 Months	1 Year	5 Years
-1.05%	-1.95%	+5.34%	+5.45%	+36.98%	+523.57%

Pricol Limited will convene its 15th Annual General Meeting on Wednesday, August 5, 2026, at 3.00 P.M. via video conference (VC) and other audio-visual means (OAVM). The meeting will be conducted in compliance with the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, without a physical venue. The Board of Directors has not recommended a final dividend for the financial year 2025-26.

The Notice of the 15th AGM and the Annual Report for the year ended March 31, 2026, will be sent exclusively by email to members whose addresses are registered with the company or their depository participants. Shareholders can join and participate in the AGM through VC or OAVM only. Instructions for joining the meeting and voting via remote e-voting or e-voting systems during the AGM will be provided in the notice. Members participating through VC or OAVM will be counted for quorum purposes under Section 103 of the Companies Act, 2013.

The notice will be available on the company's website, www.pricol.com , as well as on the websites of BSE Limited and National Stock Exchange of India Limited. It will also be accessible on the National Securities Depository Limited (NSDL) website, which facilitates remote e-voting.

Members holding shares in dematerialized form are requested to update their email addresses and bank details with their depository participants. Shareholders who have not registered their email addresses can obtain soft copies of the notice, Annual Report, and login details for the AGM by sending specific documents via email to " einward@integratedindia.in ".

Documents Required for Unregistered Members

To receive the notice and login details, unregistered members must email scanned copies of the following documents:

A signed request letter mentioning name, folio number, address, and email address.
A copy of the share certificate (front and back) or Client Master copy.
A self-attested copy of PAN.
A self-attested copy of a Driving Licence, Passport, Bank Statement, or AADHAR card supporting the registered address.

For holders of shares in physical form, bank account details must be provided to the registrar and transfer agent to ensure future dividend credits via Electronic Clearing Service (ECS). Demat shareholders must update their details directly with their depository participants. The company also reminded shareholders that dividend income is taxable and requested updates to residential status, PAN, and category as per the Income-Tax Act.