Demerger

>X< pr,cal PR/COL LIMITED Passion to Excel 109, Race Course, Coimbatore-641 01 8, India ~ +91 422 433 6000 ~ connect[<ilpricol.com e, pricol.com CIN:L34200TZ2011PLC022194 ;.., CUSTOMERS ;.., EMPLOYEES ;.., SHAREHOLDERS ;.., SUPPLIERS PL/SEC/TGT/2026-2027/047 Saturday, 27th June 2026 Listing Department Corporate Relationship Department National Stock Exchange of India Limited BSE Limited “Exchange Plaza’, C-1, Block G 1st Floor, New Trading Ring Bandra-Kurla Complex, Rotunda Building, P J Towers, Bandra (E), Mumbai - 400051 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. >X< pr,cal PR/COL LIMITED Passion to Excel 109, Race Course, Coimbatore-641 01 8, India ~ +91 422 433 6000 ~ connect[<ilpricol.com e, pricol.com CIN:L34200TZ2011PLC022194 ;.., CUSTOMERS ;.., EMPLOYEES ;.., SHAREHOLDERS ;.., SUPPLIERS This is for your information and records. Thanking you Yours faithfully, For Pricol Limited T.G.Thamizhanban Company Secretary ICSI M.No: F7897 >X< pr,cal PR/COL LIMITED Passion to Excel 109, Race Course, Coimbatore-641 01 8, India ~ +91 422 433 6000 ~ connect[<ilpricol.com e, 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 The DICVS Business of the Company focuses on smart division(s) / undertaking to mobility and integrated electronic solutions, offering be demerged 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 The turnover of the DICVS Business for the financial year undertaking and as ending March 31, 2026, stood at INR 2,424.63 crores. This percentage to the total represents 61.17% of the total consolidated turnover of the turnover of the listed entity Company for the financial year ending March 31, 2026. in the immediately preceding financial year 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 >X< pr,cal PR/COL LIMITED Passion to Excel 109, Race Course, Coimbatore-641 01 8, India ~ +91 422 433 6000 ~ connect[<ilpricol.com e, pricol.com CIN:L34200TZ2011PLC022194 ;.., CUSTOMERS ;.., EMPLOYEES ;.., SHAREHOLDERS ;.., SUPPLIERS have acquired sufficient scale and maturity to function more effectively as focused standalone businesses. 3. 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. 4. The Scheme is in the interests of all stakeholders of the Demerged Company and the Resulting Company. Brief details of change in (I) In the case of the Company: shareholding pattern (if any) Pursuant to the Scheme, there shall be no change in the of all entities shareholding pattern of the Company. >X< pr,cal PR/COL LIMITED Passion to Excel 109, Race Course, Coimbatore-641 01 8, India ~ +91 422 433 6000 ~ connect[<ilpricol.com e, 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 [Showing first 8,000 characters — download PDF for full document]