Board of Pricol approves execution of share purchase agreement

The Board of Directors of Pricol at its meeting held on 13 November 2026, has approved the execution of a share purchase agreement (Share Purchase Agreement) amongst Topaz Terrace Investments (an affiliate entity of Warburg Pincus LLC) (Acquirer), the following members of the promoter and promoter group of the Company namely, Vijay Mohan, Vikram Mohan and Vanitha Mohan (Promoters), and Viren Mohan, Manasa Mohan, Madhura Mohan, Pricol Holdings Private , Pricol Engineering Industries, Shrimay Enterprises and Pricol Logistics (collectively, the Sellers), the Company and Pricol Autotech (Pricol Autotech), in relation to the proposed sale of an aggregate of 4,69,34,833 equity shares corresponding to 38.51%  of the paid-up equity share capital of Pricol Autotech, on a fully diluted basis, to 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 (defined below) to the Acquirer (Proposed Transaction).

The Boards of Directors of the Company and Pricol Autotech had, on 27 June 2026, approved a scheme of arrangement between the Company and Pricol Autotech and their respective shareholders and creditors under Sections 230 to 232 and other applicable provisions of the Companies Act, 2013, which provides, inter alia, for the demerger of the Driver Information & Connected Vehicle Solutions (DICVS) Business (as defined in the Scheme of Demerger) of the Company into Pricol Autotech and, in consideration, the issue of 1 (one) fully paid-up equity share of Pricol Autotech of face value Re 1 each for every 1 (one) fully paid-up equity share of the Company of face value Re 1 each held by the shareholders of the Company (Scheme of Demerger).

Currently, and prior to the effectiveness of the Scheme of Demerger, Pricol Autotech is a wholly owned subsidiary of the Company. Pricol Autotech does not hold shares in any of the parties to the Share Purchase Agreement. For completeness, please note that pursuant to the Scheme of Demerger, the Company will not hold any shares in Pricol Autotech.