Outcome of Board Meeting

PRIMO CHEMICALS 02.07.2026 PCL:SEC:2026:248 BSE Limited National StockExchange ofIndiaLtd. Phiroze JeejeebhoyTowers PlotNo. C/1, G Block, Dalal Street, Fort Bandra-Kurla Complex, Mumbai-400 001 Bandra(E), Mumbai -400 001 Scrip Code: 506852 Scrip Code: PRIMO Subject: Outcome of the meeting of the Board of Directors of Primo Chemicals Limited ("Primo"/ the "Company") held on 2" July, 2026 pursuant to Regulation 30 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 DearSir/Madam, Pursuant to Regulation 30 read with Schedule III of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBILODR"), we wish to inform you that the Board ofDirectors of the Companyat itsmeetingheldon2"July, 2026commencedat 13:00hours (IST)andconcludedat 16:00 hours(IST), inter-alia, has considered and approvedthe following: 1. Acquisition of balance 51% equity stake in Flow Tech Chemicals Private Limited ("Flow Tech") and to make 100% whollyowned subsidiaryofthe Company, subject to approval ofmembers. The members ofthe Company, in their meeting held on June 30, 2021, September 29, 2023, and September 30, 2025 had accorded their approval for acquisition ofup to 100% equity stake in Flow Tech Chemicals Private Limited ("Flow Tech"). Pursuant to the said approvals, the Company had acquired 49% equity stake in Flow Tech and Flow Tech was classified as part ofthe promoter group and anAssociate Company. In furtherance ofsaid transaction the board has approved the acquisition ofthe remaining 51% equity stake inthe Flow Techtomake itawhollyowned subsidiaryofthe Company. The aforesaidtransaction is subjecttothe approvals ofmembers and uponfulfilment ofagreedterms andconditions. The details as required under Regulation 30 of SEBI (Listing Obligations and Disclosures Requirements)Regulations, 2015 readwith SEBIMasterCircularno. SEBI/HO/49/14/14(7)2025-CFD POD2/I/3762/2026 dated 30thJanuary, 2026 are provided inAnnexure I. 2. Approval ofPostal Ballot Notice The Board furtherhas approvedthe Notice ofPostal Ballot forseekingthe approval ofMembers ofthe Company bywayofremote e-votingonly, in respect ofthe following resolutions: a) Appointment ofShri DibakarSarkar(DIN: 07761581)as aNon-Executive Independent Directorof the Companybywayofa Special Resolution.; b) Appointment ofShri Sobhag Mal Jain (DIN: 08770020) as a Non-Executive Independent Director ofthe Companybywayofa Special Resolution.; c) Approval foracquisition ofthe balance 51% equity stake in Flow Tech Chemicals Private Limited, thereby making it a 100% Wholly Owned Subsidiary ofthe Company, by way ofan Ordinary Resolution; PRIMO CHEMICALS LIMITED REGISTERED&CORPORATEOFFICE: BAYNO.46-50,SECTOR31-A,CHANDIGARH-160030 PHONE:0172-2801649-650, EMAIL:INFO@PRIMOCHEMICALS.IN CIN:L24119CH1975PLC003607WEBSITE:WWW.PRIMOCHEMICALS.IN WORKS:NANGAL-UNAROAD, NAYANANGAL-140126 DISTT. ROPAR,PUNJAB,INDIA d) Approval ofthe remunerationpayableto ShriNaveenChopra(DIN: 08465391), ManagingDirector, forthe remainingtenure oftwo(2)yearsofhiscurrenttermofoffice, bywayofa SpecialResolution; e) Approval oftheremunerationpayabletoShri JatinDahiya(DIN: 08106876), ExecutiveDirector, for the remainingtenure oftwo(2)years ofhis currentterm ofoffice, bywayofa Special Resolution. ThePostal BallotNotice, togetherwiththe explanatorystatement, will be sentelectronically, indue course, to those members whose email addresses are registered with the Company /depository participants. Members who have not registered their email address with the Company/Depositories are requested to registerthe same in respect ofshares held in demat mode withthe concernedDepositary Participant. 3. Fixation ofCut-offdate and E-votingperiod The Board ofdirectors has fixed 3July, 2026 as Cut-offDate to determine the eligibility ofthe members entitledtocastvote. Furtherthe E-votingperiodwill startat 10:00hours (IST)from7July, 2026andend at 17:00hours (IST)on 5" August, 2026. Kindlytake the above informationon record. Thankingyou, Yours faithfully, ForPrimo Chemicals Limited Sugandha Kukreja Company Secretary & ChiefHROfficer Annexure- I Information as required under. Regulation 30 - Part A of Para A of Schedule III of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and SEBI Master Circular No. HO/49/14/14(7)2025-CFD-POD2/1/3762/2026 dated January30, 2026. Sr. Particulars Details a. Name ofthe target entity, details inbrief Flow Tech Chemicals Private Limited ("Target suchas size, turnoveretc.; Company" /"Flow Tech") (CIN: U25202PB1996PTC067073). Registered office: IA 1B SIEL, Industrial Estate, Khadola, Rajpura, Patiala, Punjab, India, 140401 The existing paid-up capital of Flow Tech is Rs. 76,26,080comprisingof7,62,608equitysharesofface value ofRs.l0 each. The directors ofFlow Tech are Shri SukhbirSinghDahiya, Shri JagbirSinghAhlawat, Shri MayankAhlawatand Shri JatinDahiya. The summary details ofthe turnover and PAT are as under: (Rs. In iakhs Year Turnover PAT 2025-26 34166.14 979.58 2024-25 27501.43 254.58 2023-24 22795.63 102.11 b. Whetherthe acquisition would fall within The proposed acquisition fall within related party related party transaction(s) and whether transaction(s) as the Target Company will become a the promoter/ promoter group/ group wholly owned subsidiary of the Company and ts companies have any interest in the entity undertakenonanarm's length basis. beingacquired? The Company had acquired 49% stake in Flow Tech Ifyes, nature ofinterestanddetailsthereof and Flow Tech was classified as part ofthe promoter and whether the same is done at "arms groupand alsoas an Associate Company. length"; Further, the Target Company was allocated a land admeasuring 3 acres by Primo on lease to set up a Chlorinated Paraffin Plant within Primo's plant complex. The said land was granted on lease commencing from June 16, 2012 for period ofthirty years at an annual rent ofRs. 50,000. The said lease is renewable fora furtherperiodof30yearsorsuchother period on the terms mutually agreed by the parties. In terms of the said agreement, Target Company also undertakes transactions with Primo for purchase of chlorine in ordinary course ofbusiness at arms length basis. C. Industryto which the entity being The TargetCompanyalso belongstothe.same industry acquired belongs: i.e. Chemical Industry and is manufacturing chemical products using by-productofPrimo. d. Objects and effects of acquisition Since Primo's initial investment, Flow Tech's chlorine (including but not limited to, disclosure of consumption has increased substantially. Resulting the reasons for acquisition oftarget entity, if said partial acquisition, Primo has achieved significant its business is outside the main line of value growth intermsofimprovedchlorine evacuation, business ofthe listed entity); enhanced utilization ofthe Primo's chlor-alkali assets and support through increased chlorine consumption. Hence, the additional chlorine consumption generated by the Target Company i.e. Flow Tech supported higher levels ofchlor-alkali production by Primo. Also, the proposed acquisition is in line with the existing business activities of the Company and is expected to enhance the strategic, operational control, facilitate business synergies and generate long term operational and financial benefits. The proposed acquisition ofthe remaining 51% equity stake ofFlow Tech is intended to make Flow Tech a wholly owned subsidiary of the Company, in continuation to the previous approval granted by the shareholders. e. Brief details of any governmental or None regulatory approvals required for the acquisition; f. Indicative time period forcompletion of Primo has already acquired 49% ofthe paid-up share the acquisition; capital ofFlowTech, nowthe Remaining stake of51% ofthe paid-up share capital ofFlowTechtobe acquired by 31March, 2027 g. Nature of consideration - whether cash Cash Consideration consideration orshare swap and details of the same; h. Cost of acquisition or the [Showing first 8,000 characters — download PDF for full document]