Primo Chemicals Executes Transaction Documents for 26% Equity Stake in 49.998 MW Solar Power Plant for Rs. 21 Crores

Primo Chemicals Limited has formally executed key transaction documents in connection with its planned investment in a 49.998 MW AC Solar Power Plant, as disclosed to stock exchanges on May 15, 2026, under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. This development follows the company's earlier disclosures dated January 16, 2026, and May 5, 2026, wherein it had communicated its intent to invest in the Special Purpose Vehicle (SPV) set up for this purpose.

Transaction Documents Executed

Primo Chemicals has signed two key agreements with TPCS Private Limited, the designated SPV for the solar power project. The following table summarises the agreements executed:

Parameter: Details Agreement 1: Power Purchase Agreement (PPA) — signed between Primo Chemicals Limited and TPCS Private Limited Agreement 2: Share Subscription and Shareholders' Agreement (SSHA) — signed between Primo Chemicals Limited, TPCS Private Limited, Arpa Infrastructure Developers Private Limited, and Sun Photonics Private Limited Equity Stake: 26% of equity share capital of TPCS Private Limited Investment Consideration: Rs. 21 crores Project Capacity: 49.998 MW AC Solar Power Plant Project Mode: Captive mode on OPEX model Disclosure Date: May 15, 2026

Project Purpose and Structure

The purpose of the agreements is to develop, own, operate, and maintain the 49.998 MW AC Solar Power Plant under captive mode on an OPEX model, in accordance with open access and captive power policy under prevailing electricity laws and regulations. TPCS Private Limited serves as the SPV for this project, with its promoters being Arpa Infrastructure Developers Private Limited and Sun Photonics Private Limited. The parties to the SSHA are not related to the promoter or promoter group of Primo Chemicals, and the transaction does not constitute a related party transaction.

Significant Terms of the Agreements

The agreements confer several key rights and protections to Primo Chemicals as a minority stakeholder. The company's shareholding in TPCS Private Limited will rank pari passu with that of the Promoter Group in all respects, including rights to distributions, dividends, and proceeds upon liquidation or winding up.

Key rights and restrictions under the agreements include:

Right of First Refusal: Primo Chemicals shall have the right of first refusal to acquire any future transfer of stake by the Promoter Group.

Prior Written Intimation Required: TPCS Private Limited and its Promoter Group shall not undertake the following actions without prior written intimation to Primo Chemicals:

Issuance of any new securities or alteration of share capital

Incurring indebtedness beyond limits approved in project financing documents

Creation of any encumbrance over the assets of TPCS

Any merger, amalgamation, restructuring, or sale of substantial assets

Any change in the nature or scope of the project

Any action that may adversely affect the captive status under Electricity Laws

Any adverse change in the rights and entitlements of Primo Chemicals

Changes in the memorandum or articles of association of TPCS, except as contemplated under the Transaction Documents or in furtherance of actions already approved by the Board

Sale of whole or material part of the business of TPCS, including physical assets and intellectual property

Guaranteeing the liability of any third party

Any change in the accounting policies of TPCS

Any capitalisation of any reserves or share premium of TPCS

Formation of subsidiaries, joint ventures, or any investments/acquisitions, joint intellectual property development, out-licensing, or similar arrangements

Mergers, demergers, or spin-offs

Any change in the internal auditor other than the identified internal auditors

Any political or charitable contribution in any given financial year, excluding CSR expenses mandated by law

Any transfer of securities by the Promoters other than as contemplated in the Transaction Documents

Disclosure Compliance

The disclosure has been made in accordance with Regulation 30 of Schedule III of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, and SEBI Master Circular No. SEBI/HO/49/14/14(7)2025-CFD-POD2/I/3762/2026 dated January 30, 2026. The company has confirmed that this transaction does not involve any related party and that no nominee has been placed on the board of directors, with no potential conflict of interest arising from these agreements.

Primo Chemicals Limited has released its audited financial results for the quarter and year ended March 31, 2026. The Board of Directors approved the financial statements at its meeting held on May 5, 2026. The results have been prepared in accordance with the Indian Accounting Standards (Ind AS), and the company operates in a single business segment — Chemicals. The audit was conducted by M/s S. Tandon & Associates LLP, which issued an unmodified opinion on both the standalone and consolidated financial results.

Consolidated Financial Performance

On a consolidated basis, Primo Chemicals reported a net profit of Rs. 1537.08 lakh for FY26, a significant increase from Rs. 355.98 lakh in FY25. This includes the share of profit from its associate, M/s Flow Tech Chemicals (P) Limited, which amounted to Rs. 480.79 lakh for the year, compared to Rs. 120.77 lakh in the previous year. The company holds a 49% equity stake in this associate. Revenue from operations stood at Rs. 56169.23 lakh, up from Rs. 55555.81 lakh in FY25, while total revenue including other income was Rs. 58148.59 lakh. Profit before tax was Rs. 1682.14 lakh, and the basic and diluted earnings per equity share (EPS) for FY26 were Rs. 0.63, compared to Rs. 0.15 in FY25.

The company reported an exceptional item related to the statutory impact of the New Labour Codes, amounting to a provision of Rs. 19.55 lakh for the year. On November 21, 2025, the Government of India notified four Labour Codes, and the company assessed potential implications on employee benefit obligations accordingly.

Financial Highlights (Consolidated)

Particulars: FY26 (Rs. in Lakhs) FY25 (Rs. in Lakhs) Revenue from Operations: 56169.23 55555.81 Other Income: 1979.36 2088.87 Total Revenue: 58148.59 57644.68 Total Expenses: 56446.90 56133.15 Profit Before Tax: 1682.14 1511.53 Share of Profit of Associates: 480.79 120.77 Net Profit: 1537.08 355.98 EPS (Basic & Diluted): 0.63 0.15

Standalone Financial Results

On a standalone basis, Primo Chemicals reported a profit after tax (PAT) of Rs. 1056.29 lakh for FY26, compared to Rs. 235.21 lakh in FY25. Revenue from operations on a standalone basis was Rs. 56169.23 lakh, matching the consolidated figures. Total expenses for the year stood at Rs. 56446.90 lakh. The standalone basic and diluted EPS for FY26 was Rs. 0.44, up from Rs. 0.10 in the prior year. The paid-up equity share capital remained constant at Rs. 4846.86 lakh, with a face value of Rs. 2.00 per share.

Standalone Financial Highlights

Particulars: FY26 (Rs. in Lakhs) FY25 (Rs. in Lakhs) Revenue from Operations: 56169.23 55555.81 Total Revenue: 58148.59 57644.68 Total Expenses: 56446.90 56133.15 Profit Before Tax: 1682.14 1511.53 Profit After Tax: 1056.29 235.21 EPS (Basic & Diluted): 0.44 0.10

Assets and Liabilities

On a consolidated basis, total assets stood at Rs. 69248.36 lakh as of March 31, 2026, compared to Rs. 74054.43 lakh in the previous year. Non-current assets were Rs. 58444.94 lakh, while current assets totalled Rs. 10803.42 lakh. Equity share capital remained unchanged at Rs. 4846.86 lakh, with other equity at Rs. 35769.67 lakh. Non-current liabilities decreased to Rs. 9268.38 lakh from Rs. 11193.06 lakh, and current liabilities reduced to Rs. 19363.45 lakh from Rs. 23789.97 lakh. On a standalone basis, total assets were Rs. 68003.19 lakh, down from Rs. 73290.05 lakh in the prior year.

Consolidated Assets & Liabilities Summary

Particulars: FY26 (Rs. in Lakhs) FY25 (Rs. in Lakhs) Total Assets: 69248.36 74054.43 Non-Current Assets: 58444.94 59578.12 Current Assets: 10803.42 14476.31 Equity Share Capital: 4846.86 4846.86 Other Equity: 35769.67 34224.54 Non-Current Liabilities: 9268.38 11193.06 Current Liabilities: 19363.45 23789.97

Cash Flow Statement

The net cash generated from operating activities for FY26 was Rs. 6468.33 lakh, compared to Rs. 6443.35 lakh in the previous year. Cash used in investing activities amounted to Rs. 1781.59 lakh, primarily on account of the purchase of fixed assets worth Rs. 2601.58 lakh. Financing activities resulted in a net outflow of Rs. 4601.55 lakh, driven by repayment of term loans to banks amounting to Rs. 7001.27 lakh. Consequently, the company reported a net increase in cash and cash equivalents of Rs. 85.19 lakh, bringing the closing balance to Rs. 101.95 lakh from Rs. 16.76 lakh at the beginning of the year.

Cash Flow Summary (Consolidated)

Particulars: FY26 (Rs. in Lakhs) FY25 (Rs. in Lakhs) Net Cash from Operating Activities: 6468.33 6443.35 Net Cash Used in Investing Activities: (1781.59) (4297.89) Net Cash from Financing Activities: (4601.55) (2175.83) Net Increase/(Decrease) in Cash: 85.19 (30.37) Closing Cash & Cash Equivalents: 101.95 16.76

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