Key Dates

  • Cut-off date for determining shareholders eligible to vote: 3rd July 2026
  • Dispatch of Postal Ballot Notice: 6th July 2026 (electronic mode only)
  • Remote e-voting period: Commences 10:00 Hrs (IST) on 7th July 2026, ends 17:00 Hrs (IST) on 5th August 2026
  • Result declaration: On or after 5th August 2026

Resolutions for Shareholder Approval

Item No. 1: Appointment of Shri Dibakar Sarkar (DIN:07761581) as Non-Executive Independent Director

  • Resolution Type: Special Resolution
  • Proposal: To confirm the appointment of Shri Dibakar Sarkar as an Independent Director for a term of five consecutive years, effective from 5th May 2026.
  • Background: He was initially appointed as an Additional Director (Non-Executive Independent) by the Board on 5th May 2026 based on the recommendation of the Nomination and Remuneration Committee.
  • Qualifications: B.Sc. (Hons.), M.A, M.Phil. Over 35 years of experience in government service, with expertise in public infrastructure development and asset management. He has submitted a declaration of independence and consent to act as a director.
  • Current Directorships: None in other companies as of 5th May 2026.
  • Shareholding: Holds no equity shares in the company.

Item No. 2: Appointment of Shri Sobhag Mal Jain (DIN:08770020) as Non-Executive Independent Director

  • Resolution Type: Special Resolution
  • Proposal: To confirm the appointment of Shri Sobhag Mal Jain as an Independent Director for a term of five consecutive years, effective from 5th May 2026.
  • Background: He was initially appointed as an Additional Director (Non-Executive Independent) by the Board on 5th May 2026 based on the recommendation of the Nomination and Remuneration Committee.
  • Qualifications: B.Com, Chartered Accountant. Over 37 years of experience in finance, risk management, and taxation, primarily with LIC. He has submitted a declaration of independence and consent to act as a director.
  • Current Directorships: Holds directorships in Choice International Limited, RKEC Projects Limited, Veenavadini Fincom Private Limited, Vardhman Trusteeship Private Limited, Kasliwal Projects Limited, and The Byke Hospitality Limited.
  • Past Resignation: Resigned from Care Ratings Limited on 27 January 2026.
  • Shareholding: Holds no equity shares in the company.

Item No. 3: Acquisition of 51% Stake in Flow Tech Chemicals Private Limited

  • Resolution Type: Ordinary Resolution
  • Proposal: To acquire 3,88,908 equity shares (51% stake) in Flow Tech Chemicals Pvt. Ltd. from existing shareholders (except Primo) at a price of ₹1,418.20 per share, for a total aggregate consideration of ₹55.16 crores.
  • Current Holding: Primo currently holds a 49% stake in Flowtech, acquired by April 2022.
  • Transaction Timeline: To be executed and completed on or before 31st March 2027.
  • Purpose & Rationale: To make Flowtech a wholly-owned subsidiary, gaining full strategic and operational control, eliminating related party transactions, and enhancing business synergies. The acquisition is expected to improve chlorine evacuation for Primo's chlor-alkali plant.
  • Valuation: An independent valuation was conducted by BDO Valuation Advisory LLP (report dated 1st July 2026), which determined a fair value of ₹1,545.40 per share. The transaction price of ₹1,418.20 is a negotiated price based on a previous agreement.
  • Payment Terms: 25% of the consideration payable within three working days of share transfer; the balance 75% payable within six months from the date of the 2nd Supplementary Share Purchase Agreement. Interest is payable on delayed payments beyond six months at Primo's average working capital borrowing rate.
  • Share Transfer Mechanism: The existing sellers will continue to hold one share each as nominees for Primo, with Primo being the beneficial owner.
  • Financials of Flowtech (Rs. in lakhs):
  • FY 2025-26: EBITDA: 2,019.27; Profit After Tax: 979.58; Paid-up Capital: 76.26; Net Worth: 4,044.59; EPS: ₹128.45; ROE: 24.22%; ROCE: 57.08%
  • FY 2024-25: EBITDA: 1,072.29; Profit After Tax: 254.58; Paid-up Capital: 76.26; Net Worth: 3,065.01; EPS: ₹33.38; ROE: 8.31%; ROCE: 35.42%
  • FY 2023-24: EBITDA: 786.84; Profit After Tax: 102.11; Paid-up Capital: 76.26; Net Worth: 2,810.43; EPS: ₹13.39; ROE: 3.63%; ROCE: 26.45%
  • Voting Restriction: All related parties shall abstain from voting on this resolution as per Regulation 23(4) of SEBI LODR.

Item No. 4: Remuneration of Shri Naveen Chopra (DIN:08465391), Managing Director

  • Resolution Type: Special Resolution
  • Proposal: To approve the remuneration for the remaining two years of his second five-year term, from 29th October 2026 to 28th October 2028.
  • Remuneration Structure (unchanged):
  • Basic Salary: ₹23,04,874 per month
  • House Rent Allowance: ₹64,076 per month
  • Special Allowance: ₹26,46,700 per month
  • Gross Salary: ₹50,15,650 per month
  • Perquisites & Benefits: As per company rules, including a car with a driver.
  • Minimum Remuneration Clause: Approval is sought to pay the above remuneration as minimum remuneration in case of inadequacy or absence of profits in any financial year during his tenure, as per Section II of Part II of Schedule V of the Companies Act, 2013.
  • Past Remuneration (2025-26): ₹331.58 lakhs

Item No. 5: Remuneration of Shri Jatin Dahiya (DIN:08106876), Executive Director

  • Resolution Type: Special Resolution
  • Proposal: To approve the remuneration for the remaining two years of his second five-year term, from 1st April 2027 to 31st March 2029.
  • Remuneration Structure (unchanged):
  • Basic Salary: ₹11,50,987 per month
  • Special Allowance: ₹13,72,030 per month
  • Gross Salary: ₹25,23,017 per month
  • Perquisites & Benefits: As per company rules, including a car with a driver and rent-free accommodation.
  • Minimum Remuneration Clause: Approval is sought to pay the above remuneration as minimum remuneration in case of inadequacy or absence of profits in any financial year during his tenure, as per Section II of Part II of Schedule V of the Companies Act, 2013.
  • Past Remuneration (2025-26): ₹628.05 lakhs
  • Shareholding: Holds 54,82,535 equity shares (2.26%) of the company individually. As part of the promoter group, he holds 32.40% along with associates and relatives.

Procedural Details

  • Scrutinizer: Mr. Ajay K. Arora, Practicing Company Secretary (FCS 2191, CP No. 993) of M/s A. Arora & Co., has been appointed to scrutinize the postal ballot process.
  • E-Voting Service Provider: Central Depository Services (India) Limited (CDSL) has been engaged to provide the remote e-voting facility.
  • Result Publication: The results, along with the scrutinizer's report, will be displayed on the company's website (www.primochemicals.in), CDSL's website (www.evotingindia.com), and communicated to BSE and NSE.
  • Document Availability: The notice and explanatory statement are available on the company's website and the websites of BSE and NSE. Physical copies of relevant documents are available for inspection at the company's registered office in Chandigarh.

Financial Context (Company Performance)

The explanatory statement provides the company's financial performance for context regarding the remuneration resolutions:

  • Standalone (Rs. Crores) FY 2025-26: Revenue & Other Income: 581.49; Profit Before Tax: 16.82; Profit After Tax: 10.56; EPS: ₹0.44
  • Standalone (Rs. Crores) FY 2024-25: Revenue & Other Income: 576.45; Profit Before Tax: 15.12; Profit After Tax: 2.35; EPS: ₹0.10
  • Consolidated (Rs. Crores) FY 2025-26: Profit for the period after associates: 15.37; EPS: ₹0.63
  • Consolidated (Rs. Crores) FY 2024-25: Profit for the period after associates: 3.55; EPS: ₹0.15