Privi Speciality Chemicals Ltd

Shareholding change

• Target: Privi Speciality Chemicals Limited.
• Disclosing party: SBI Mutual Fund under its schemes (non-promoter).
• Transaction: disposal of voting rights via market sale.
• Pre-transaction holding: 28,86,944 shares, 7.3905%.
• Acquired/sold: sold 18,400 shares (0.0471%).
• Mode: Market Sale on 24-Sep-2026.
• Post-transaction holding: 28,68,544 shares, 7.3434%.
• Share capital before/after: Rs. 39,06,27,060 (390,62,706 shares).

Purpose

• NCLT-directed equity shareholders' meeting to approve amalgamation with PFSL and PBPL.

Key Resolutions/Business

• Share exchange ratio fixed: 1 PSCL per 135 PFSL/PFSPL shares.
• PBPL and PFSL to be dissolved without winding up.
• All assets and liabilities to be transferred to the Transferee.
• Transferee's new equity shares to be listed on BSE/NSE.
• Appointed Date: Oct 1, 2025.
• Effective Date on sanction.

Voting Outcome

• Voting outcome not disclosed; sanction awaits NCLT.

Shareholder/Creditor Impact

• PFSL shareholders diluted due to share exchange.

Next Steps

• NCLT Mumbai clearance required; filing date June 25, 2026.

Meeting Details

• Date/Time: 22 September 2026, 09:00 am onwards; Type: 1x1/Group; Organised by Anand Rathi Institutional Equities; Place: Mumbai.

Meeting Details

• Date & time: 18 August 2026, 09:00 am onwards.
• Type & mode: 1x1/Group Meeting, physical in Mumbai.
• Organised by: MOSL.
• Participants: Company officials to attend.
• Purpose: Discussions based on publicly available information for investors.
• Place: Mumbai.

Key resolutions

• Adoption of audited financial statements for the year ended March 31, 2026.
• Final dividend of ₹10 per equity share approved.
• Re-appointment by rotation of a director.
• Executive Director (Whole-time) appointed for three years from August 13, 2026.
• Remuneration payable to Cost Auditors for year ending March 31, 2027 ratified.

Voting outcomes

• Adoption of financial statements: passed, with near-unanimous support.
• Final dividend resolution: passed with high in-favour percentage.
• Director rotation: passed with minimal dissent.
• Executive Director appointment: passed with overwhelming support.
• Cost Auditor remuneration: passed, with minimal dissent.

Other governance matters

• No material related party transactions disclosed.
• No other material approvals reported.

AGM details

• No AGM details extracted from the provided text.

AGM Details

• 41st AGM held on August 7, 2026 via VC/OAVM.
• Meeting commenced at 4:00 p.m. IST.
• No physical attendance; proxies were not applicable.
• Remote e-voting available Aug 4–6, 2026, 9:00 a.m.–5:00 p.m. IST.
• Registered office treated as AGM venue.

Audit Reports

• Statutory and Secretarial Audit reports contained no qualifications or adverse remarks.
• CFO provided explanations/clarifications on shareholder queries.

Financial Performance

• Q1 FY27 revenue: Rs 666 crore; YoY growth 19.22%.
• Consolidated total income: Rs 681.42 crore; YoY growth 20.01%.
• EBITDA: Rs 167.47 crore; YoY growth 18.73%; margin ~24.58%.
• PAT: Rs 83.2 crore; vs Rs 61.46 crore in Q1 FY26.
• ROE: 21.7%; ROCE: 22.72%.
• Net debt: Rs 865 crore; net debt/EBITDA 1.29x; net debt/equity 0.57x.
• Working capital cycle: 108 days (vs 141 days prior year).
• Phase-1 capacity expansion to 54,000 MT; commercialized shortly.
• Capex guidance: Rs 850-900 crore for this year and next two years.
• Target: Rs 5,000 crore revenue and Rs 1,000 crore EBITDA in 3–4 years.

Operating / Segment Update

• PRIGIV JV revenue Rs 18 crore; JV EBITDA 14–15% in Q1.
• Maltol/Ethyl Maltol: >95% produced in China; India to become source.
• Phase-2 CAPEX: add 12,000 MT; total 66,000 MT by Sep 2027.
• Biomass pilot plant: Navi Mumbai, 2 tons/day; demonstration plant for scale-up.
• Camphor share ~4–5% of total turnover; capacity utilization ~90%.
• Merger: scheme filed with NCLT; completion expected this financial year.
• Two strategic alliances underway; preference for strategic alliances over joint ventures.

Balance Sheet and Cash Flow

• Working capital cycle improved to 108 days.
• Net debt 865 crore; D/EBITDA 1.29x; D/E 0.57x.
• ROE 21.7%; ROCE 22.72%.

Projects and Capex

• Phase-1 expansion: 48,000 MT to 54,000 MT; commercialized shortly.
• Phase-2/3 capex progressing; completion targeted Sep 2027; adds 12,000 MT.
• Capex guidance: Rs 850-900 crore for this year and next two years.
• Merger consolidation: NCLT filing; completion targeted this financial year.
• Funding: internal accruals; potential bank borrowings; debt/EBITDA kept below thresholds.

Outlook and Guidance

• 5K revenue and 1K EBITDA target reaffirmed; horizon 3–4 years.
• EBITDA margins expected around 24.6–25% in near term.
• Growth plan includes capex-driven capacity additions and new specialty molecules.

Q&A Takeaways

• GM decline from RM mix; RM% on sales targeted ~52–53%; margins ~24.6–25%.
• Phase-2 timing: completion by Sep 2027; FY27 guidance unchanged.
• PRIGIV: Q1 revenue Rs 18 crore; EBITDA 14–15%.
• Biomass demonstration plant: 2 tons/day; scale-up expected next year.
• Merger: NCLT filing; completion targeted this financial year.
• Red Sea freight impact not material; CST back-to-back contracts mitigate.
• Crude-based RM share ~15–18% of purchases.

Results & corporate actions

• Q1 FY27 unaudited standalone and consolidated results released; audit committee reviewed with unmodified conclusion.
• Single operating segment: Aroma Chemical.
• Final dividend proposed: Rs 10 per equity share, aggregating Rs 3,906.27 lakhs.
• Dividend subject to shareholders' approval at ensuing AGM.
• Scheme of Amalgamation with Privi Fine Sciences Pvt Ltd and Privi Biotechnologies Pvt Ltd filed with NCLT.
• NCLT filing date: June 25, 2026.
• Single Aroma Chemical segment per Ind AS 108.