Summary of Key Information:

Nature of Filing / Announcement: Outcome of Board Meeting - Approval of Scheme of Amalgamation

Key Financial Highlights:

The annexure provides financial information for both entities as of 31st March, 2026:

Primo Chemicals Limited:

  • Total Assets: ₹56,169.23 lakhs
  • Turnover: ₹8,788.55 lakhs

Flow Tech Chemicals Private Limited:

  • Total Assets: ₹34,166.14 lakhs
  • Turnover: ₹2,019.27 lakhs

Corporate Actions:

The Board has approved the Draft Scheme of Amalgamation of Flow Tech Chemicals Private Limited (a wholly owned subsidiary) with Primo Chemicals Limited under Sections 230-232 of the Companies Act, 2013.

Key details of the amalgamation:

  • Appointed Date: 1st October, 2026
  • Transferor Company: Flow Tech Chemicals Private Limited
  • Transferee Company: Primo Chemicals Limited
  • No cash consideration involved
  • No share exchange ratio applicable
  • No change in shareholding pattern of Primo Chemicals Limited post-amalgamation

Business Operations:

Primo Chemicals Limited is engaged in manufacturing of Caustic Soda Lye, Caustic Soda Flakes, Liquid Chlorine, Hydrochloric Acid, Sodium Hypochlorite, Hydrogen Gas, SBP and Aluminium Chloride.

Flow Tech Chemicals Private Limited is engaged in manufacturing of Chlorinated Paraffin and Hydrochloric Acid.

Rationale for Amalgamation:

The proposed amalgamation is expected to provide:

  • More efficient utilization of capital and creation of consolidated asset base
  • Simplification of overall group structure and operational efficiencies
  • Reduction in management overlaps and more focused leadership
  • Reduction in multiplicity of legal and regulatory compliances
  • Reduction in administrative, managerial and other costs
  • Synergy benefits and competitive edge
  • Pooling of proprietary information, personnel, financial and managerial resources

Regulatory Status:

The scheme is subject to necessary approvals/consents/sanctions from:

  • Members and creditors of both companies
  • National Company Law Tribunal (NCLT)
  • Other statutory/regulatory authorities
  • Other approvals as required under applicable laws

Additional Information:

The transaction falls within related party transaction purview but will not fall under Section 188 of Companies Act, 2013.