Primo Chemicals Limited has approved a strategic investment in a Special Purpose Vehicle (SPV) to develop a 50 MW Solar Power Plant under captive mode, marking a significant step in the company's energy cost optimisation initiative. The Board of Directors, at its meeting held on May 5, 2026—commencing at 12:30 hours and concluding at 16:00 hours—considered and approved the term sheet and the incorporation structure of the SPV.

Investment in TPCS Private Limited

The company will invest Rs. 21 crores in the equity capital of TPCS Private Limited in one or more tranches, acquiring a 26% equity stake in the entity. This follows an earlier disclosure dated January 16, 2026, wherein Primo Chemicals had informed of its intent to subscribe to 26% of the equity capital of the SPV. The transaction is structured as a cash consideration and does not constitute a related party transaction.

The key details of the SPV and the proposed investment are outlined below:

Current Shareholding Structure of TPCS Private Limited

At the time of incorporation, the shareholding pattern of TPCS Private Limited is as follows:

Primo Chemicals' proposed 26% equity stake will be acquired through the execution of a Share Subscription and Shareholders Agreement, which is currently in process.

Regulatory Compliance and Next Steps

The investment is subject to compliance with the provisions of the Electricity Act, 2003, read with the Electricity Rules, 2005, and the applicable rules, regulations, and guidelines governing captive power generation and open access in the State of Punjab. The necessary process has been initiated, and all required applications are to be submitted within the prescribed timelines.

Primo Chemicals is currently in the process of executing the Power Purchase Agreement and the Share Subscription and Shareholders Agreement. Further updates will be provided upon the execution of these transaction documents. The indicative time period for completion of the acquisition will be as per the terms and conditions mentioned in the transaction documents.

Strategic Rationale

The proposed investment is anticipated to result in cost savings of up to Rs. 24 crores per annum upon commissioning of the 50 MW Solar Power Plant. The plant will operate under open access and captive power policy in accordance with prevailing electricity laws and regulations, enabling Primo Chemicals to reduce its energy expenditure through captive renewable power supply.

Primo Chemicals Limited has filed its mandatory initial disclosure under SEBI's borrowing framework regulations, providing key financial and operational details as required by regulatory guidelines.

Financial Position and Borrowings

The company's disclosure reveals its current financial standing and borrowing structure as mandated by SEBI regulations.

Regulatory Compliance Status

Primo Chemicals Limited has confirmed its compliance status under the SEBI borrowing framework. The company has declared that it does not qualify as a Large Corporate under the applicability criteria specified in SEBI's operational circulars. This classification impacts the regulatory requirements and framework obligations applicable to the company.

The disclosure indicates that stock exchange fine provisions for borrowing shortfalls are marked as "Not Applicable" for the company, consistent with its non-Large Corporate status.

Regulatory Framework Details

The filing follows SEBI Operational Circular No. SEBI/HO/DDHS/P/CIR/2021/613 dated August 10, 2021, updated through Master Circular No. SEBI/HO/DDHS/PoD1/P/CIR/2023/119 dated July 07, 2023, and revised Master Circular No. SEBI/HO/DDHS/DDHS-PoD/P/CIR/2025/0000000137 dated October 15, 2025.

The disclosure was signed by Chief Financial Officer Anoop Kumar Kabra and Company Secretary & Chief HR Officer Sugandha Kukreja, dated April 09, 2026, ensuring proper authorization and compliance with regulatory requirements.