Primo Chemicals Ltd

Overview

• No material financial, governance, or strategic updates disclosed in this filing.

Financial results and audit review

• Board approved unaudited standalone quarterly results for quarter ended 30 June 2026.
• Review report by S. Tandon & Associates LLP notes no material misstatement and compliance with Regulation 33.

Purpose

• Postal ballot to approve independent directors, Flowtech acquisition, and MD/ED remuneration; e-voting July 7 to Aug 5, 2026.

Item 1: Dibakar Sarkar – Independent Director

• Special Resolution to appoint Dibakar Sarkar as Independent Director for a five-year term; outcome: not disclosed.

Item 2: Sobhag Mal Jain – Independent Director

• Special Resolution to appoint Sobhag Mal Jain as Independent Director for a five-year term; outcome: not disclosed.

Item 3: Flowtech Acquisition

• Ordinary Resolution to acquire 51% Flowtech stake at Rs 1,418.20 per share; outcome: not disclosed.

Item 4: MD Remuneration

• Special Resolution to approve MD remuneration; outcome: not disclosed.

Item 5: ED Remuneration

• Special Resolution to approve ED remuneration; outcome: not disclosed.

Dematerialisation status

• Dematerialisation requests were processed and confirmed to depositories.
• Securities dematerialised have been listed on the stock exchanges where the earlier issues are listed.
• Physical certificates for dematerialisation were mutilated and cancelled after verification.
• The depository's name was substituted as registered owner within 15 days.

Target at a glance

• Flow Tech Chemicals Private Limited, Indian chemical maker of chlorinated paraffin and hydrochloric acid.
• Industry: Chemical; country: India.
• Paid-up capital: Rs 76.26 lakhs.
• Turnover (2025-26): Rs 34,166.14 lakhs; PAT: Rs 979.58 lakhs.
• Previously Primo held 49% stake; Flow Tech was promoter group/associate.

Deal terms

• Acquisition of remaining 51% stake to form 100% subsidiary.
• Cash consideration: Rs 1,418.20 per equity share.
• Total acquisition cost not disclosed.
• Completion target: by 31 March 2027.
• Regulatory approvals: none required; member approvals via postal ballot.

Governance & approvals

• Board approval subject to member approvals via postal ballot.
• Cut-off date: 3 July 2026; e-voting window: 7 July–5 August 2026.

Strategic rationale

• Aligns with Primo's chemical business and enhances strategic control.
• Increases chlorine consumption, boosting chlor-alkali asset utilization.
• Flow Tech to be 100% subsidiary; promotes synergies.

Target background

• Incorporation: 16 May 1996 as Advance Rexine Private Limited; renamed Flow Tech in 2012.
• Products: chlorinated paraffin and hydrochloric acid.
• Presence: India; principal location Rajpura, Punjab.
• Turnover history (Rs lakhs): 2023-24 22,795.63; 2024-25 27,501.43; 2025-26 34,166.14.
• Recent PAT: 2025-26 Rs 979.58 lakhs.
• Related-party history: Flow Tech part of promoter group; Primo leased land for chlorine plant.
• Arm's-length chlorine purchases from Primo.