Privi Speciality Chemicals Limited announces an acquisition

The approved share swap ratio is 1 fully paid-up equity share of Privi Speciality Chemicals (PSCL) for every 135 equity shares held in Privi Fine Sciences (PFSPL). No PSCL shares will be issued for Privi Biotechnologies (PBPL); PBPL’s existing share capital will be cancelled because it is a wholly owned subsidiary. ^[1]

The scheme was approved by PSCL shareholders through the requisite special resolution at the NCLT-convened meeting held on October 27, 2026. ^[2]

Paid-up equity share capital impact

• Pre-scheme: 39,062,706 equity shares of Rs 10 each, equivalent to Rs 39.06 Crores. ^[3]
• New shares issued to PFSPL shareholders: 1,732,069 shares. ^[1]
• Post-scheme: 40,794,775 equity shares, equivalent to Rs 40.79 Crores on a Rs 10 face-value basis. This post-scheme capital is derived from the reported post-scheme share count. ^[1]
• Increase in paid-up equity share capital: approximately Rs 1.73 Crores, derived from 1,732,069 additional shares × Rs 10 face value.

Thus, the amalgamation increases PSCL’s total paid-up equity share capital from Rs 39.06 Crores to approximately Rs 40.79 Crores, with the increase arising only from the PFSPL share issuance.

The combined contribution cannot be quantified reliably from the cited Scheme material. The scheme identifies Privi Fine Sciences and Privi Biotechnologies as the transferor companies and Privi Speciality Chemicals as the transferee ^[3], but the required financial-statement amounts are not separately disclosed for the searched FY26/FY27 periods.

The calculation would be:

• Revenue contribution = `(PFSPL revenue + PBPL revenue) / PSCL standalone revenue × 100`
• EBITDA contribution = `(PFSPL EBITDA + PBPL EBITDA) / PSCL standalone EBITDA × 100`

The available PSCL KPI figures are consolidated, not standalone—Q1 FY27 revenue was Rs 666.22 Crores and EBITDA was Rs 167.47 Crores—so they should not be used as the denominator for this Scheme-based standalone comparison ^{[4] [5]}.

The shareholder approval was completed on 27 October 2026; the merger was not yet effective at that point. The remaining process was the statutory implementation stage, principally:

• Final NCLT sanction order: The NCLT-convened meeting only obtained the equity shareholders’ requisite approval for the scheme. A final NCLT order sanctioning the amalgamation remained to be obtained; its completion could not be confirmed in the cited material. ^[2]
• ROC filing: Following the sanction, the certified NCLT order would need to be filed with the Registrar of Companies for the scheme to take effect. The cited announcement does not specify the filing deadline or confirm that this filing had occurred.
• Post-sanction implementation: Once effective, the scheme would provide for the issue of Privi Speciality Chemicals shares to Privi Fine Sciences shareholders at a ratio of 1:135, while Privi Biotechnologies’ shares would be cancelled because it is a wholly owned subsidiary. ^[1]
• Stock-exchange process: The exchange-observation/no-objection stage appears to have been completed earlier, with NSE and BSE no-objection letters reported in May 2026; it was therefore not the principal outstanding milestone after the shareholder meeting. ^[6]

Management’s timeline: Privi had projected completion in Q3 FY27, subject to shareholder approval and the remaining statutory processes. ^[6] Since the shareholder vote was approved on 27 October 2026, the residual timing depended mainly on the NCLT sanction and subsequent ROC filing. The company’s guidance therefore pointed to completion during October–December 2026, but did not provide a precise closing date.