Gem Aromatics Ltd

Resignation of GM - R&D

• Kiran T Sirsalmath, GM - R&D, resigns effective 30 Sep 2026 due to personal reasons.

Target overview and terms

• Target entity: Krystal Ingredients Private Limited, India, manufactures essential oils, aroma chemicals, specialty chemicals.
• FY2025-26 turnover ₹3,23,296.64 thousand; net worth ₹5,98,643.63 thousand.
• Wholly owned subsidiary; related party; arm's length transaction.
• Conversion of pre-existing inter-company loan into equity shares; no fresh capital infusion.
• Equity shares proposed at ₹47,710 per share.
• Investment does not change Gem Aromatics' 100% holding in Krystal.
• Completion within one month from requisite approvals.
• No regulatory approvals required for the acquisition.
• Form of consideration: loan converted into equity; no cash.
• Indicated purpose: strengthen capital base and financial flexibility for growth.
• Krystal background: incorporated 22 April 2021; India; line of business manufacturing essential oils, aroma chemicals, specialty chemicals.
• Turnover history: FY23-24 ₹1,111.35k; FY24-25 ₹29,027.46k; FY25-26 ₹3,23,296.64k.

Financial highlights

• Standalone revenue from operations: ₹3,709.41m in FY2025-26, down from ₹4,969.56m.
• Consolidated revenue from operations: ₹3,664.73m in FY2025-26, down from ₹5,039.53m.
• Standalone EBITDA: ₹40.8 crore for FY2025-26.
• Standalone net profit after tax: ₹267.09m.
• Consolidated net profit after tax: ₹14.25m.
• Standalone earnings per share: ₹5.33 for FY2025-26.
• IPO listing completed Aug 26, 2025; BSE/NSE.
• Dahej facility commissioned; ₹270 crore capex; capacity 16,171 MTPA.

Capex & capacity expansion

• Dahej facility commissioned; adds 10,871 MTPA capacity; total 16,171 MTPA.
• Capex ₹270 crore funded via IPO proceeds and Krystal financing.
• Commercial production of WS-23 and Clove derivatives commenced FY26.
• Diversification into phenol derivatives and citral derivatives.

Geography & product mix

• Domestic revenue ₹2,294.10m; exports ₹1,377.45m (FY26).
• Mint derivatives contributed 65% of revenue; clove derivatives 23%.
• Citral derivatives commercialised FY26; phenol derivatives under development.
• Total capacity across Silvassa, Budaun, Dahej: 16,171 MTPA.

Capital structure & governance

• IPO enhanced governance; eight directors with four independent.
• Net debt ₹1,338m; gearing 0.23x; strong equity base.
• Dividend policy: no dividend for FY2025-26.
• Subsidiaries: Gem Aromatics LLC; Krystal Ingredients Private Limited.

Audit, risk & controls

• Statutory auditors: CHHajed & Doshi; no material qualifications.
• Internal controls robust; Secretarial Audit: no qualifications.
• Related party transactions reviewed by Audit Committee; arm's length.
• IPO proceeds used for debt reduction; supports Krystal financing.

ESG & CSR

• EcoVadis Platinum rating for Silvassa facility.
• CSR outlay ₹12.90m; education and healthcare initiatives.
• CSR funded via Gem Foundation and Sanskruti Welfare Trust programs.

Outlook & risks

• Outlook positive; ramp-up Dahej utilization; broaden specialty portfolio.
• Risks: tariff uncertainties, GST changes, currency volatility; global demand shifts.

Financial Performance

• Q1 FY27 standalone revenue ₹83 crores; consolidated ₹99 crores.
• Standalone gross margin 17.7%; EBITDA margin 10.3%; consolidated gross margin 16.7%; EBITDA margin 3.3%.
• Standalone PAT ₹7.3 crores; consolidated PAT loss ₹7.9 crores.
• Standalone cash PAT ₹8.9 crores; consolidated cash PAT ₹1.3 crores.
• Depreciation ₹9.1 crores consolidated; capex at Dahej ~₹270 crores; ~₹265 crores incurred.

Krystal & Dahej Progress

• Dahej facility advancing commercialization of Krystal products.
• Safranal: commercial production started; revenue contribution expected end of Q2 FY27; meaningful by Q3 FY27.
• Cooling agents (Gemcool 3/5/23) production started; initial orders secured; meaningful Q3 FY27.
• Phenol derivatives: trial production end of Q2 FY27; commercial production targeted Q3 FY27; meaningful Q4 FY27.
• Krystal mix toward non-mint/high-value products; Brazil subsidiary approved to expand Latin America reach.

Q&A Highlights

• Demand remains strong; Western Hemisphere (US/Latin America) ramping; export deal flow expected in Q2/Q3.
• Madagascar floods disrupted clove RM shipments May–Jun; May onward improving; mint harvest May–July; export shipments flowing.
• Eugenol ramp-up impacted early; by year-end expected to be close to target ramp.
• Margins to improve as value-added Krystal products ramp; operating leverage supports mid-term profitability.
• Working capital: Krystal cycle expected to be lower; factoring to reduce debtor days.

Outlook and Guidance

• FY27 described as a ramp-up year; clearer guidance for FY28 as verticals scale.
• Krystal products expected to exceed 50% of overall revenue by FY28.
• Brazil subsidiary to enhance Latin America distribution; capex and commissioning linked to gradual scale-up.

AGM Details

• AGM held in VC/OAVM with start time 11:30 IST.
• Record date noted in filing.

Key Resolutions

• Resolution 1 (Ordinary): Adoption of audited standalone financial statements.
• Resolution 2 (Ordinary): Adoption of audited consolidated financial statements.
• Resolution 3 (Ordinary): Re-appointment by rotation of a director.
• Resolution 4 (Ordinary): Re-appointment by rotation of another director.
• Resolution 5 (Ordinary): Appointment of a director.
• Resolution 6 (Special): Appointment as Whole-Time Director with remuneration terms.
• Resolution 7 (Special): Appointment of Non-Executive Independent Director for five years.
• Resolution 8 (Special): Approval of consultancy fees payable to a Non-Executive Director.
• Resolution 9 (Ordinary): Ratification of remuneration payable to Cost Auditors.
• Resolution 10 (Ordinary): Appointment of Secretarial Auditors.
• Resolution 11 (Special): Remuneration payable to CFO/Whole-Time Director.
• Resolution 12 (Special): Remuneration payable to MD and CEO.
• Resolution 13 (Special): Remuneration payable to another Whole-Time Director.

Voting Results

• Resolution 1: Passed.
• Resolution 2: Passed.
• Resolution 3: Passed.
• Resolution 4: Passed.
• Resolution 5: Passed.
• Resolution 6: Passed.
• Resolution 7: Passed.
• Resolution 8: Passed.
• Resolution 9: Passed.
• Resolution 10: Passed.
• Resolution 11: Passed.
• Resolution 12: Passed.
• Resolution 13: Passed.

Director Changes

• New Whole-Time Director appointed; remuneration terms approved.
• Non-Executive Independent Director appointed for five-year term.
• Directors re-appointments by rotation approved.

Auditor Appointments

• Cost Auditors remuneration ratified.
• Secretarial Auditors appointed.

AGM details

• Held on Aug 19, 2026 at 11:30 IST via VC/OAVM.

Resolutions and approvals

• Item 1: Ordinary resolution to adopt standalone financial statements for the financial year ended March 31, 2026.
• Item 2: Ordinary resolution to adopt consolidated financial statements for the year ended March 31, 2026.
• Item 3: Ordinary resolution for re-appointment of Kaksha Vipul Parekh, retiring by rotation.
• Item 4: Ordinary resolution for re-appointment of Yash Parekh, retiring by rotation.
• Item 5: Ordinary resolution to appoint a director.
• Item 6: Special resolution approving appointment of Dinesh Vasu Thekkepanakkal as Whole-Time Director and remuneration.
• Item 7: Special resolution appointing Nandan Narula as Independent Director for five years.
• Item 8: Special resolution approving consultancy fees payable to Shrenik Kishorbhai Vora as Non-Executive Director.
• Item 9: Ordinary resolution ratifying remuneration payable to Y.R. Doshi & Associates as Cost Auditors for FY 2026-27.
• Item 10: Ordinary resolution appointing N.L. Bhatia & Associates as Secretarial Auditors.
• Item 11: Special resolution approving remuneration to Kaksha Vipul Parekh as WTD and CFO for balance of term.
• Item 12: Special resolution approving remuneration to Yash Parekh as MD & CEO for balance of term.
• Item 13: Special resolution approving remuneration to Vipul Parekh as WTD for balance of term.

Voting outcome

• All resolutions passed with the requisite majority.

Director changes

• Kaksha Vipul Parekh reappointed as Director (retiring by rotation).
• Yash Parekh reappointed as Director (retiring by rotation).
• Dinesh Vasu Thekkepanakkal appointed Whole-Time Director; remuneration approved.
• Nandan Narula appointed Independent Director for five years.

Auditors and secretarial

• Cost Auditors remuneration ratified for FY 2026-27.
• Secretarial Auditors appointed: N.L. Bhatia & Associates.

Meeting Details

• Date and time: August 14, 2026 at 4:00 p.m. IST
• Type and mode: virtual group conference call
• Event: audio conference call for Q1 FY27 results with investors/analysts

Participants

• Company governance: Company Secretary & Compliance Officer

Purpose

• Discuss Q1 FY27 results with investors and analysts

Additional Notes

• Recording available on company website

Standalone results

• Standalone revenue from operations: Rs 83.0 Cr in Q1FY27, up 8.6% YoY.
• Standalone gross profit Rs 14.7 Cr; gross margin 17.7%.
• Standalone EBITDA Rs 8.5 Cr; EBITDA margin 10.3%.
• Standalone PAT Rs 7.3 Cr; PAT margin 8.7%.
• Standalone cash PAT Rs 8.9 Cr.
• Standalone EPS Rs 1.4.

Consolidated results

• Consolidated revenue Rs 98.9 Cr in Q1FY27; up 12.8% YoY.
• Consolidated gross profit Rs 16.5 Cr; gross margin 16.7%.
• Consolidated EBITDA Rs 3.3 Cr; EBITDA margin 3.3%.
• Consolidated PAT Rs -7.9 Cr; PAT margin -8.0%.
• Consolidated EPS Rs -1.6.
• Consolidated cash PAT Rs 1.3 Cr.

Strategic and operational developments

• Brazil subsidiary approved for incorporation to distribute essential oils, aroma chemicals.
• Krystal Cooling Agents orders secured; initial orders for GEM Cool 03, 05, 23.
• Safranal: approvals progressing; revenue contribution expected end of Q2FY27.
• Phenol Derivatives: trial production end Q2FY27; commercial Q3FY27; revenue from Q4FY27.
• Clove Madagascar floods impacted raw material prices; situation normalising.
• Dahej facility capitalization increased depreciation; capex around Rs 265 Cr.
• International expansion: Brazil subsidiary expected to enhance distribution in Latin America.
• Management focus on scaling Krystal Dahej facility and expanding global presence.