Board approves draft Scheme of Amalgamation of wholly owned subsidiary Flow Tech Chemicals into the company

Board approved a draft Scheme of Amalgamation to merge Flow Tech Chemicals Private Limited, a wholly owned subsidiary, into the parent company.

Fri 25 Sep 2026

Appointed Date

1st October, 2026

Primo Chemicals Ltd Figures (Rs. Lakhs)

56,169.23 and 8,788.55

Flow Tech Chemicals Figures (Rs. Lakhs)

34,166.14 and 2,019.27

Consideration

No cash consideration and no new equity shares to be issued

Shareholding Impact

No change in shareholding pattern

What was approved

The Board of Directors, at its meeting held on 25th September, 2026, considered and approved a draft Scheme of Amalgamation of Flow Tech Chemicals Private Limited (Transferor Company), a wholly owned subsidiary, with Primo Chemicals Limited (Transferee Company) and their respective shareholders and creditors.

The merger is proposed under Sections 230-232 of the Companies Act, 2013, and transfers the entire business, undertakings, properties, assets, liabilities, rights, benefits, obligations and interests of Flow Tech to Primo. The Appointed Date for the Scheme is 1st October, 2026.

Entity figures disclosed (Rs. Lakhs, as on 31.03.2026)

• Primo Chemicals Limited: 56,169.23 and 8,788.55
• Flow Tech Chemicals Private Limited: 34,166.14 and 2,019.27

Consideration and shareholding

• No cash consideration is payable and no equity shares are proposed to be issued by Primo, because Flow Tech is a wholly owned subsidiary.
• Accordingly, no share exchange ratio applies and no consideration is payable to the shareholders of the Transferor Company.
• The pre and post amalgamation shareholding pattern remains the same for the listed entity.

Businesses involved

• Primo manufactures Caustic Soda Lye, Caustic Soda Flakes, Liquid Chlorine, Hydrochloric Acid, Sodium Hypochlorite, Hydrogen Gas, SBP and Aluminium Chloride; its main products are caustic soda lye and liquid chlorine, with hydrochloric acid, hydrogen gas and sodium hypochlorite as by-products.
• Flow Tech manufactures Chlorinated Paraffin and Hydrochloric Acid.

Stated rationale

• More efficient utilisation of capital and a consolidated base of assets and resources for future growth.
• Simplification of the overall group structure by integrating Flow Tech's operations directly within Primo.
• Reduction in management overlaps and more focused leadership.
• Reduction in multiplicity of legal and regulatory compliances and in overheads.
• Synergy benefits and consolidation of businesses to capitalise on growth potential.
• Pooling of proprietary information, personnel, financial and managerial resources.

Related party aspect

The update states that as Flow Tech is a wholly owned subsidiary, the proposed merger falls within the purview of related party transaction and is at arm's length; however, it will not fall within the purview of related party transaction in terms of Section 188 of the Companies Act, 2013.

What happens next

The Scheme is subject to satisfaction of various conditions, including approvals, consents, sanctions and permissions of members, creditors and other classes of persons, sanction by the NCLT or other competent authority, and other statutory and regulatory authorities, with any conditions or modifications they may impose.

How investors may read it

This is a group restructuring of an already fully owned subsidiary, so there is no dilution and no change in shareholding. The commercial effect is consolidation of the subsidiary's operations into the listed entity, subject to the approvals described above.

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