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

The Board on 25th September, 2026 approved a draft Scheme of Amalgamation to merge Flow Tech Chemicals Private Limited, a wholly owned subsidiary, into the company.

Fri 25 Sep 2026

Appointed Date

1st October, 2026

Transferor

Flow Tech Chemicals Private Limited (wholly owned subsidiary)

Consideration

No cash consideration and no new equity shares will be issued

Shareholding Impact

No change in the shareholding pattern

Flow Tech Assets (Rs. Lakhs as on 31.03.2026)

34,166.14 and 2,019.27

What was approved

At its meeting held on Friday, 25th September, 2026, the Board of Primo Chemicals Limited considered and approved a draft Scheme of Amalgamation of Flow Tech Chemicals Private Limited (Transferor, a wholly owned subsidiary) with Primo Chemicals Limited (Transferee), under Sections 230-232 of the Companies Act, 2013.

The whole undertaking, properties, business, assets, liabilities, rights, benefits, obligations and interests of Flow Tech are proposed to be merged into Primo. The Appointed Date for the Scheme is 1st October, 2026.

Consideration and shareholding

• No cash consideration is payable and no equity shares are proposed to be issued by PCL, as Flow Tech is a wholly owned subsidiary.
• Accordingly, no share exchange ratio is applicable and nothing is payable to Flow Tech's shareholders.
• There will be no change in the shareholding pattern of the listed entity; pre and post amalgamation patterns remain the same.

Size details disclosed (Amount in 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

Businesses

• 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 the others as by-products.
• Flow Tech manufactures Chlorinated Paraffin and Hydrochloric Acid.

Related party aspect

The update states 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.

Rationale given by the company

• More efficient utilisation of capital and a consolidated base of assets and resources for future growth and greater value for shareholders and stakeholders.
• Simplification of the overall group structure by fully integrating Flow Tech's operations directly within Primo.
• Reduction in management overlaps from operating multiple entities, with more focused leadership.
• Reduction in multiplicity of legal and regulatory compliances and in overheads, including administrative and managerial costs.
• Synergy benefits such as competitive edge and consolidation of growth opportunities.
• Pooling of proprietary information, personnel, financial, managerial and other resources.

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 or regulatory authorities, plus any conditions or modifications they may impose.

How to read it

This is a group-restructuring step within the same ownership: the subsidiary's business would sit directly inside the listed company. Since no shares are issued and no cash is paid, existing shareholders' holdings are not diluted. Completion depends on the approvals listed above.

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