Primo Chemicals shareholders have approved the acquisition of the balance 51% stake in Flow Tech Chemicals Private Limited, making it a wholly owned subsidiary of the company. The ordinary resolution passed with 99.98% support in a postal ballot that concluded on August 5, 2026. This move consolidates Primo Chemicals' control over its downstream operations, eliminating minority interests in the subsidiary.

The voting process was conducted via remote e-voting from July 7 to August 5, 2026, with a record date of July 3, 2026. Ajay K. Arora of A. Arora & Co., Company Secretaries, was appointed as the scrutinizer for the process. The results were disclosed in compliance with Regulation 44(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

In addition to the acquisition, shareholders approved four special resolutions. Two independent directors, Dibakar Sarkar (DIN: 07761581) and Sobhag Mal Jain (DIN: 08770020), were appointed to the Board of Directors. Both appointments received overwhelming support, with 99.99% of votes cast in favor for each candidate.

Shareholders also approved the remuneration payable to senior management for the remaining two years of their current terms. Naveen Chopra, Managing Director (DIN: 08465391), received approval with 99.81% support. Jatin Dahiya, Executive Director (DIN: 08106876), secured approval with 99.73% support.

Voting Results Summary

What the Numbers Show

The promoter and promoter group held 78,507,830 shares as of the record date but did not vote on the Flow Tech acquisition or Jatin Dahiya's remuneration, citing interest in those specific resolutions. Public non-institutional shareholders, who held 158,384,746 shares, drove the voting activity, with participation rates ranging from 24% to 49% across different resolutions. The near-unanimous support for the Flow Tech buyout suggests strong shareholder alignment with management's strategy to fully integrate the subsidiary.

Primo Chemicals Limited has published the notice of its postal ballot in newspapers, confirming the dispatch of the voting notification to shareholders. The notice seeks approval for acquiring the remaining 51% equity stake in Flow Tech Chemicals Private Limited for an aggregate consideration of ₹55.16 crore. The transaction, priced at ₹1,418.20 per equity share, aims to make Flow Tech a wholly-owned subsidiary, enhancing strategic control and operational synergies. Shareholders can vote through remote e-voting from July 7, 2026, to August 5, 2026, with the cut-off date for eligibility set as July 3, 2026.

The Board of Directors approved the proposal based on an independent valuation report dated July 1, 2026, from BDO Valuation Advisory LLP, which pegged the equity value of Flow Tech at ₹117.86 crore. The acquisition is a related party transaction conducted on an arm's length basis, requiring approval under Regulation 23 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The company plans to complete the transaction on or before March 31, 2027, pending necessary approvals from lending banks and financial institutions.

Financial Performance of Flow Tech

Flow Tech’s financials for the period ending March 31, 2026, demonstrate significant growth compared to previous years.

Resolutions and Appointments

The postal ballot notice includes five resolutions. Apart from the acquisition, shareholders will vote on the appointment of Shri Dibakar Sarkar and Shri Sobhag Mal Jain as Non-Executive Independent Directors for a term of five years effective from May 5, 2026. Additionally, the notice seeks approval for the remuneration of Managing Director Shri Naveen Chopra and Executive Director Shri Jatin Dahiya for their remaining two-year tenures.

The remuneration for Shri Naveen Chopra, effective from October 29, 2026, to October 28, 2028, includes a gross monthly salary of ₹50,15,650. Shri Jatin Dahiya’s remuneration, effective from April 1, 2027, to March 31, 2029, includes a gross monthly salary of ₹25,23,017. Both packages include perquisites and benefits as per company rules. The Board has authorized Shri Naveen Chopra and Company Secretary Sugandha Kukreja to take necessary steps to implement the resolutions.