Primo Chemicals Limited's Board of Directors, convening on May 5, 2026, approved a series of significant corporate actions, including the acquisition of the remaining 51% stake in Flow Tech Chemicals Private Limited, the appointment of two Non-Executive Independent Directors, and the acceptance of a senior management resignation. These decisions were disclosed pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Acquisition of 51% Stake in Flow Tech Chemicals

Primo Chemicals has approved the acquisition of the balance 51% stake in the paid-up share capital of Flow Tech Chemicals Private Limited, a Promoter Group Company. Primo Chemicals had previously completed the acquisition of 49% holding in Flow Tech as per a Board decision dated May 21, 2021. The remaining 51% stake is targeted to be acquired by March 31, 2027, through cash consideration. The acquisition price will be determined by way of a fresh valuation of equity shares of Flow Tech at the relevant time of exercising the option. No governmental or regulatory approvals are required for this transaction.

Flow Tech Chemicals Private Limited (CIN: U25202PB1996PTC067073) was originally incorporated as Advance Rexine Private Limited on May 16, 1996. The company's name was subsequently changed to Flow Well Plast-Chem Private Limited in September 1998, and later to Flow Tech Chemicals Private Limited in June 2012. Its registered office is currently located at 1A 1B SIEL Industrial Estate, Khadola, Rajpura, Patiala, Punjab, India – 140401. The existing paid-up capital of Flow Tech is Rs. 76,26,080, comprising 7,62,608 equity shares of face value Rs. 10 each. Flow Tech is engaged primarily in the manufacture of Chlorinated Paraffin and Hydrochloric Acid, operating within the same chemical industry as Primo Chemicals.

The proposed transaction qualifies as a related party transaction. Flow Tech was also allocated a land admeasuring 3 acres by Primo Chemicals on lease to set up a Chlorinated Paraffin Plant within Primo Chemicals' plant complex. The said land was granted on lease commencing from June 16, 2012 for a period of thirty years at an annual rent of Rs. 50,000, renewable for a further period of 30 years on mutually agreed terms. Flow Tech also undertakes transactions with Primo Chemicals for the purchase of chlorine in the ordinary course of business on an arms-length basis.

The following table presents Flow Tech Chemicals' financial performance over the last three years (Rs. in lakhs):

The key strategic objectives cited for this acquisition include:

• Better control over supply chain management and advance information regarding future utilisation of chlorine
• Efficient utilisation of capital through reduced uncertainty in disposal of chlorine
• Expansion of business operations by increasing the product range manufactured by Primo Chemicals
• Risk mitigation through a broader product portfolio during challenging market phases
• Addition of new products to strengthen Primo Chemicals' market position and expand its footprint

Appointment of Two Independent Directors

The Board approved the appointment of two Additional Directors (Non-Executive Independent) with effect from May 5, 2026, each for a term of five consecutive years, subject to shareholder approval. Both appointments were made on the recommendation of the Nomination and Remuneration Committee. Neither director is inter-se related to any existing director of the company, and neither has been debarred from holding the office of Director by virtue of any SEBI order or any other authority.

Mr. Dibakar Sarkar is a public sector professional with over 35 years of experience in government service, possessing deep expertise in public infrastructure development and asset management, along with 13 years of experience as Secretary of a statutory development authority established by an Act of Parliament. Mr. Sobhag Mal Jain brings over 37 years of professional experience in finance, risk management, taxation, and corporate governance, primarily with the Life Insurance Corporation of India (LIC) and its associated entities. His experience includes senior leadership roles such as Executive Director (Finance & Accounts & Taxation), Chief Risk Officer, and Director & CEO of LICHFL Care Homes Ltd., along with engagements as Independent Director on the boards of listed entities.

Senior Management Resignation

Mr. Munish Aggarwal tendered his resignation from the position of Senior Vice President (Operations) vide his resignation letter dated April 15, 2026, citing personal reasons. His cessation is effective from May 10, 2026. During the transition period, Mr. Aggarwal indicated he would ensure a smooth and complete handover of his responsibilities.

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.