Pricol Limited’s board has approved a scheme of arrangement to demerge its Driver Information & Connected Vehicle Solutions (DICVS) business to Pricol Autotech Limited, a strategic move intended to create two focused business platforms. The DICVS business, which focuses on smart mobility and integrated electronic solutions, recorded a turnover of ₹2,424.63 crores for the financial year ending March 31, 2026. This figure represents 61.17% of the total consolidated turnover of the company for the same period.

The demerger aims to segregate the DICVS undertaking from the remaining businesses of Pricol Limited, allowing each entity to concentrate on its respective core activities. Pricol Limited will retain the Actuation, Control & Fluid Management Systems (ACFMS) and Precision Products (P3L) businesses. The board believes this structure will enable faster decision-making, reduce operational complexity, and improve capital allocation aligned with specific business portfolios.

Share Entitlement and Listing

Pricol Autotech Limited, currently a wholly-owned subsidiary, will issue shares to the shareholders of Pricol Limited upon the scheme becoming effective. There is no cash consideration involved in the transaction. The share entitlement ratio is set at 1:1, meaning 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 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.

Shareholding Pattern

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

Regulatory Approvals and Advisors

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

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.