NCLT-convened equity shareholder meeting on 27 October 2026 to consider amalgamation scheme

NCLT Mumbai has convened a meeting of the listed company's equity shareholders on 27 October 2026 (OAVM) to consider the amalgamation of Privi Fine Sciences and Privi Biotechnologies into it.

Tue 6 Oct 2026

Shareholder Meeting Date

27 October 2026 (OAVM)

Swap Ratio (Transferor Company-1)

1 equity share of Rs.10 each for every 135 equity shares of Rs.10 each held

Appointed Date

01.10.2025

What has been shared

The listed company has sent its stock exchanges a notice (Form No. CAA-3) under Section 230(5) of the Companies Act, 2013 relating to the proposed Scheme of Amalgamation of Privi Fine Sciences Private Limited (Transferor Company-1) and Privi Biotechnologies Private Limited (Transferor Company-2) with Privi Speciality Chemicals Limited (Transferee Company). By an order dated 7 September 2026, the Mumbai Bench of the National Company Law Tribunal has directed that a meeting of the equity shareholders of the transferee company be convened to consider and approve the scheme.

The meeting

• It is scheduled for Tuesday, 27 October 2026, to be held through video conferencing or other audio-visual means (OAVM).
• Equity shareholders will be able to cast their votes electronically, and the company shall also provide a remote e-voting facility.
• The Tribunal has dispensed with the meetings of the members and the secured and unsecured creditors of Transferor Company-1, the members and unsecured creditors of Transferor Company-2, and the secured and unsecured creditors of the transferee company.

What the scheme provides

• Transferor Company-2 is a wholly owned subsidiary of the transferee company.
• The boards of the applicant companies approved the scheme in their respective meetings held on 19.12.2025, and the appointed date fixed for the scheme is 01.10.2025.
• The transferor companies and the transferee company are stated to be closely held, managed, controlled and promoted by the same family.
• Transferor Company-1 is in specialty chemicals and other chemical products, Transferor Company-2 is in specialty chemicals and other chemical products, and the transferee company manufactures, trades and exports bulk aroma and specialty chemicals.

Consideration for shareholders

• Each shareholder of Transferor Company-1 will be issued and allotted, on a proportionate basis, 1 (One) fully paid up equity share of Rs.10/- each of the transferee company for every 135 (One Hundred Thirty Five) fully paid equity shares of Rs.10/- each held in Transferor Company-1.
• The entire paid-up share capital of Transferor Company-2 is held by the transferee company; those equity shares will stand cancelled in their entirety and no new shares of the transferee company will be issued against the cancelled shares.

Capital and creditors

• The transferee company's issued, subscribed and paid-up share capital, as stated as on 31.03.2025, is 3,90,62,706 equity shares of Rs.10/- each fully paid-up.
• As stated as on 31.03.2026, the transferee company's secured creditors have an outstanding amount of Rs.7,65,81,96,512/-; six secured creditors constituting 93.24% in value have given their consents in the form of affidavits, and the company has obtained all the creditors' consent on their letterheads, in view of which the secured creditors' meeting has been dispensed with.
• Transferor Company-1's secured creditors have an outstanding amount of Rs.25,17,74,536/- and its unsecured creditors an outstanding amount of Rs.14,75,57,745; consents have been received, so those meetings have been dispensed with. Transferor Company-2 has no secured creditors.
• All the equity shareholders of Transferor Company-1 and of Transferor Company-2 have given their consent in the form of affidavits, so meetings of their equity shareholders have been dispensed with.

What it means for you

• This update is the step that places the scheme before the transferee company's equity shareholders: the scheme requires their approval at the 27 October 2026 meeting and thereafter the sanction of the Tribunal.
• The swap ratio shows what shareholders of Transferor Company-1 would receive if the scheme becomes effective; the scheme involves the issue and allotment of new equity shares of the transferee company to them on a proportionate basis.
• The stated rationale is that the amalgamation would bring together businesses in a similar line, improve operational capabilities and market competitiveness, enrich the combined product offerings, reduce costs and administrative and operational duplication and create economies of scale. The update states that no creditor of the transferor companies or the transferee company is likely to be prejudiced as a result of the scheme.
• A person wishing to object may make a representation to the Tribunal within thirty days from the date of receipt of the notice, with a copy sent simultaneously to the company at its registered office. If no representation is received within that period, it is presumed that there is none to make.

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