Primo Chemicals Limited’s Board has approved the acquisition of the remaining 51% equity stake in Flow Tech Chemicals Private Limited to make it a wholly owned subsidiary. The acquisition, priced at ₹1,418.20 per equity share, will be executed through cash consideration and is subject to shareholder approval. This move follows the company’s previous acquisition of a 49% stake, which classified Flow Tech as an associate company within the promoter group.

The proposed transaction is a related party transaction conducted on an arm's length basis. Flow Tech, incorporated in 1996, manufactures Chlorinated Paraffin and Hydrochloric Acid using by-products from Primo. The acquisition is expected to enhance strategic control, facilitate business synergies, and improve chlorine evacuation from Primo’s chlor-alkali assets.

Financial Performance of Flow Tech

Flow Tech has demonstrated consistent growth in turnover and profit over the past three years. The company’s financials for the period ending March 31, 2026, show significant improvement compared to previous years.

Shareholder Approvals and E-voting

The Board has approved a notice of postal ballot to seek shareholder approval for the acquisition and other resolutions. The resolutions include the appointment of Shri Dibakar Sarkar and Shri Sobhag Mal Jain as Non-Executive Independent Directors, and the approval of remuneration for Managing Director Shri Naveen Chopra and Executive Director Shri Jatin Dahiya for their remaining two-year tenure.

The cut-off date to determine shareholder eligibility is July 3, 2026. The remote e-voting period commences at 10:00 hours IST on July 7, 2026, and concludes at 17:00 hours IST on August 5, 2026. The acquisition is expected to be completed by March 31, 2027.

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.