Revised Board Outcome: Draft Scheme of Amalgamation of Wholly Owned Subsidiary Flow Tech Chemicals Approved

Revised board outcome shared after a BSE query seeking additional details.

Mon 28 Sep 2026

Transaction Type

Draft Scheme of Amalgamation of wholly owned subsidiary Flow Tech Chemicals Private Limited with Primo Chemicals Limited

Appointed Date

1st October, 2026

Consideration

No cash consideration and no new equity shares to be issued

Shareholding Impact

Shareholding pattern stays the same pre and post amalgamation

Regulatory Condition

Subject to approvals of members, creditors, NCLT and other regulatory authorities

What was shared

This is a revised version of the board meeting outcome originally submitted on 25th September, 2026, shared after BSE raised a query on 26th September, 2026 seeking additional details under the SEBI circular dated 30th January, 2026. The board meeting commenced at 13:30 Hours and concluded at 15:00 Hours.

The transaction

The board considered and approved a Draft Scheme of Amalgamation of Flow Tech Chemicals Private Limited (Transferor), a wholly owned subsidiary, with Primo Chemicals Limited (Transferee). The entire business, undertakings, properties, assets, liabilities, rights, benefits, obligations and interests of Flow Tech are to be merged into Primo under Sections 230-232 of the Companies Act, 2013.

The Appointed Date for the scheme is stated as 1st October, 2026.

Consideration

• No cash consideration is payable.
• No equity shares are proposed to be issued by Primo under the scheme, as Flow Tech is a wholly owned subsidiary.
• Accordingly, no share exchange ratio is applicable and nothing is payable to Flow Tech's shareholders.

Shareholding impact

There will be no change in the shareholding pattern of the listed entity. The pre and post amalgamation shareholding pattern remains the same, since no fresh equity shares are being issued.

Businesses involved

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

Figures disclosed as on 31.03.2026 (Amount in Rs. Lakhs): Primo Chemicals Limited 34,166.14 and Flow Tech Chemicals Private Limited 2,019.27.

Related party aspect

The update notes that as Flow Tech is a wholly owned subsidiary of Primo, the proposed merger falls within the purview of related party transaction, however it will not fall within the purview of related party transaction in terms of Section 188 of the Companies Act, 2013.

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 fully 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 including administrative and managerial costs.
• Synergy benefits and consolidation of businesses to capitalise on future growth potential.
• Pooling of proprietary information, personnel, financial and managerial resources.

Conditions

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 NCLT or other competent authority, and other statutory or regulatory authorities, along with any conditions or modifications they may impose.

How to read this

This is a group restructuring of an entity the company already fully owns. Because there is no cash outflow and no share issuance, there is no dilution for existing shareholders. The stated benefits relate to simplification and cost or synergy efficiencies, and the scheme becomes effective only after the listed approvals are obtained.

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