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.

Primo Chemicals Limited has formally executed key transaction documents in connection with its planned investment in a 49.998 MW AC Solar Power Plant, as disclosed to stock exchanges on May 15, 2026, under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. This development follows the company's earlier disclosures dated January 16, 2026, and May 5, 2026, wherein it had communicated its intent to invest in the Special Purpose Vehicle (SPV) set up for this purpose.

Transaction Documents Executed

Primo Chemicals has signed two key agreements with TPCS Private Limited, the designated SPV for the solar power project. The following table summarises the agreements executed:

Project Purpose and Structure

The purpose of the agreements is to develop, own, operate, and maintain the 49.998 MW AC Solar Power Plant under captive mode on an OPEX model, in accordance with open access and captive power policy under prevailing electricity laws and regulations. TPCS Private Limited serves as the SPV for this project, with its promoters being Arpa Infrastructure Developers Private Limited and Sun Photonics Private Limited. The parties to the SSHA are not related to the promoter or promoter group of Primo Chemicals, and the transaction does not constitute a related party transaction.

Significant Terms of the Agreements

The agreements confer several key rights and protections to Primo Chemicals as a minority stakeholder. The company's shareholding in TPCS Private Limited will rank pari passu with that of the Promoter Group in all respects, including rights to distributions, dividends, and proceeds upon liquidation or winding up.

Key rights and restrictions under the agreements include:

• Right of First Refusal: Primo Chemicals shall have the right of first refusal to acquire any future transfer of stake by the Promoter Group.
• Prior Written Intimation Required: TPCS Private Limited and its Promoter Group shall not undertake the following actions without prior written intimation to Primo Chemicals:
  • Issuance of any new securities or alteration of share capital
  • Incurring indebtedness beyond limits approved in project financing documents
  • Creation of any encumbrance over the assets of TPCS
  • Any merger, amalgamation, restructuring, or sale of substantial assets
  • Any change in the nature or scope of the project
  • Any action that may adversely affect the captive status under Electricity Laws
  • Any adverse change in the rights and entitlements of Primo Chemicals
  • Changes in the memorandum or articles of association of TPCS, except as contemplated under the Transaction Documents or in furtherance of actions already approved by the Board
  • Sale of whole or material part of the business of TPCS, including physical assets and intellectual property
  • Guaranteeing the liability of any third party
  • Any change in the accounting policies of TPCS
  • Any capitalisation of any reserves or share premium of TPCS
  • Formation of subsidiaries, joint ventures, or any investments/acquisitions, joint intellectual property development, out-licensing, or similar arrangements
  • Mergers, demergers, or spin-offs
  • Any change in the internal auditor other than the identified internal auditors
  • Any political or charitable contribution in any given financial year, excluding CSR expenses mandated by law
  • Any transfer of securities by the Promoters other than as contemplated in the Transaction Documents

Disclosure Compliance

The disclosure has been made in accordance with Regulation 30 of Schedule III of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and SEBI Master Circular No. SEBI/HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026. The company has confirmed that this transaction does not involve any related party and that no nominee has been placed on the board of directors, with no potential conflict of interest arising from these agreements.