Framework, offtake and service agreements with Pirelli for a proposed 50:50 passenger car tyre JV
Three agreements signed with Pirelli Tyre S.p.A. on 22 October 2026.
By ScoutQuest · · 3 min read
- JV Shareholding
- proposed 50:50 joint venture company in India
- JV Incorporation Deadline
- December 31, 2030
- Pirelli Consolidated Revenue
- EUR 6.78 billion for the financial year ended December 31, 2025
On 22 October 2026 the company signed three separate agreements with Pirelli Tyre S.p.A. of Italy, a joint stock company wholly owned by Pirelli & C. S.p.A., the parent of the Pirelli group. They are described together as one overall transaction that can eventually lead to a joint venture company in India for passenger car radial (PCR) tyres.
The three agreements
- Framework Agreement: sets the structure, timelines and key terms of the overall transaction, including a joint venture agreement to be entered into in future for a JV company in India.
- Offtake Agreement: the company will manufacture Pirelli-branded PCR tyres to Pirelli's specifications at its Bhuj PCR plant in Gujarat and sell them to Pirelli and/or its affiliates.
- Service Agreement: Pirelli will provide technical support services relating to BKT-branded tyre testing, using its proving grounds, simulation systems and equipment outside India.
Key terms of the proposed JV
- Shareholding of 50:50 between the company and Pirelli, each holding 50% of the share capital; the JV will set up and operate a new plant in India.
- Board of four members, with each party nominating two directors; the chairperson rotates between the parties.
- The JV's manufacturing capacity is to be shared equally between the parties.
- JV shares carry a 5-year lock-in; after that, each party gets a right of first refusal and tag-along rights, with restrictions on transfers to competitors.
- The JV is agreed to be incorporated by December 31, 2030, subject to satisfaction or waiver of conditions precedent under the Framework Agreement and the JV Agreement.
- While the Framework Agreement is in force (it expires when the JV Agreement comes into force), neither party may enter a joint venture or similar arrangement in India with a third party for manufacturing car, light truck, motorcycle or bicycle tyres; plants wholly owned by either party are excluded.
Commercial terms
- Offtake pricing is raw material at actuals plus conversion costs, payable in INR for domestic supplies or EUR for exports, supported by a minimum annual offtake commitment from Pirelli and a corresponding capacity commitment from the company.
- Pirelli will grant the company a limited, non-exclusive right to use certain Pirelli know-how and trademark to make Pirelli-branded tyres at the Bhuj PCR plant for supply to Pirelli and/or its affiliates; each party retains its own intellectual property.
- The company will not manufacture tyres for third parties that are comparable to or compete with Pirelli PCR tyres, but remains free to develop, manufacture and sell its own BKT-branded PCR tyres.
- Service Agreement fees are payable by the company in EUR, at arm's length, as per an agreed price schedule, against service requests and purchase orders.
How long they run
- The Offtake Agreement terminates once the JV becomes operational and able to meet Pirelli's demand; otherwise it is in effect until December 31, 2031, subject to mutual extension.
- The Service Agreement terminates automatically if the Framework Agreement or the Offtake Agreement is terminated before the JV Agreement is executed; otherwise it runs as long as the Offtake Agreement.
Other disclosures
- Pirelli is not a related party of the company and the transaction is not a related party transaction; the promoter, promoter group and group companies have no interest in Pirelli. The company holds no shareholding in Pirelli.
- Pirelli is part of a global tyre group with consolidated revenue of approximately EUR 6.78 billion for the financial year ended December 31, 2025.
- On impact on management or control of the company, the update states none; the restriction disclosed is the exclusivity described above.
- Stated rationale: for Pirelli, a step to build presence in a high-value tyre market; for the company, support for its expansion into the passenger car tyre segment, expected to create opportunities in domestic and international markets.
What to keep in mind
- The joint venture is proposed: the JV Agreement is yet to be executed, the JV is yet to be incorporated, and both are subject to conditions precedent.
- Separate disclosures are to be made when the JV Agreement is executed and the JV is incorporated.
Also from Balkrishna Industries
Balkrishna Industries management discussed its strategic alliance signed a day earlier and reiterated its target of 20% revenue from on-road tyres by 2030
23 Oct 2026
Balkrishna Industries signed a landmark agreement with Pirelli for tires to be sold in India and manufactured at its Bhuj plant; stock reaction discussed post conference call
23 Oct 2026
Balkrishna Industries (BKT) signed an agreement with Pirelli to manufacture passenger car radial tires in India, starting at 1.5 lakh tires/year and ramping to 8 lakh tires/year by 2030
23 Oct 2026
More numbers
- Shareholding of each party in proposed JV50%
- Members on the JV boardFour-member board
- Directors nominated by each party to JV boardtwo directors
- Lock-in on transfer of JV shares5-year lock-in
- Pirelli group consolidated revenue, FY ended December 31, 2025EUR 6.78 billion
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