Rossari Biotech Ltd

Consolidated highlights

• Consolidated revenue from operations rose 28% YoY to Rs 697.2 crore.
• Consolidated EBITDA up 19% to Rs 80.6 crore; margin 11.6%.
• PAT rose 4% to Rs 35.1 crore; EPS diluted Rs 6.3 (not annualised).

Standalone highlights

• Standalone revenue Rs 482.3 crore, up 32% YoY.
• Standalone EBITDA Rs 56.4 crore; margin 11.7%.
• Standalone PAT Rs 34.3 crore; up 31%.
• Standalone EPS Rs 6.2 (not annualised).

Key developments

• Greenfield blending facility in Thailand established via Unistar Thai, capacity 5,000 MTPA.
• Capacities across powders, granules and liquids; customised formulations for local market.
• Completed sale of Andheri office; ongoing monetisation of non-core assets.
• Kanjurmarg sale completed in prior quarter.

Outlook and strategic focus

• Management reiterates focus on disciplined execution, innovation and profitable growth.
• Healthy balance sheet and expanding global presence support growth.

Business Overview

• Rossari Biotech is a specialty chemicals manufacturer with HPPC, Textile, and AHN segments.
• Strategic focus on portfolio rationalisation and international expansion.
• Thailand blending facility established; capacity 5,000 MTPA.
• Monetisation of non-core assets progressing: Andheri office sale; Kanjurmarg sale earlier.

Key Operational Highlights

• Q1 FY27 revenue 697.2 cr; EBITDA 80.6 cr; PAT 35.1 cr.
• HPPC, TSC, AHN grew YoY by 28%, 28%, 27%.
• Consolidated revenue growth 28.2% YoY; margins around 11-14% across segments.
• Expanded international footprint with Thailand blending facility to serve SE Asia.
• Sale of Andheri office completed; progress on non-core asset monetisation.

Financial Performance

• Revenue from operations: 697.2 cr in Q1 FY27; +28.2% YoY.
• EBITDA 80.6 cr; EBITDA margin 11.6%.
• PAT 35.1 cr; PAT margin 5.0%.
• FY26 four-year trend: revenue 2,396 cr; EBITDA 286 cr; PAT 149 cr.
• Healthy balance sheet and liquidity support growth.

Capital Structure & Liquidity

• Zero-debt status since 2020-21.
• Monetisation of non-core assets improving liquidity.
• Capex: additional 50,000 MTPA EO derivatives capacity expansion.
• International expansion in DMCC, Jafza, Thailand, KSA, Singapore.

Strategic Priorities & Outlook

• Grow core HPPC, TSC, AHN via cross-sell and new applications.
• Invest in product development; strengthen R&D pipeline.
• Strengthen manufacturing footprint via brownfield capacities; evaluate KSA greenfield.
• Expand international distribution and partnerships; disciplined capital allocation.
• Thailand facility enhances SE Asia footprint; supply chain resilience.
• FY27: disciplined execution and profitable growth.

Governance & Leadership

• Appointment of Udeypaul Singh Gill as director; effective 28.04.2026.
• Independent directors on board; founders/promoters active in leadership.
• Subsidiaries expansion: DMCC, Jafza, Thailand, KSA, Singapore.

Financial results approved

• Unaudited standalone and consolidated results for quarter ended 30 June 2026 approved.
• Consolidated total income: Rs 7,003.87 million; standalone total income: Rs 4,844.63 million.
• Audit Committee reviewed; statutory auditors performed limited review.

ESOP 2019 grants and equity allotment

• Board approved grant of 4,000 ESOP 2019 options; price Rs 531 per option.
• Options vest 20% after year 1, 20% after year 2, 20% after year 3, 40% after year 4.
• During quarter, 8,250 shares allotted under ESOP 2019.
• 2,500 shares issued on exercise; issued capital rises to Rs 11,07,88,232.
• Total issued shares: 55,394,116; par value Rs 2 per share.

Intra-group restructuring: RILC transfer to Rossari Singapore

• Board approved transfer of 100% Rossari International Limited to Rossari Singapore.
• Subject to SPA and Saudi approvals; no material change in ultimate ownership.
• Proposed sale of 9,000 RILC shares to Rossari Singapore for ~Rs 24 crore; completion by 31 Mar 2027.
• RILC turnover Rs 0.22 crore; net worth Rs 22.425 crore as of 31-Mar-2026.

Regulatory disclosures and auditor remarks

• Related party transaction; sale to Rossari Singapore to be at arm's length.
• Auditor reports: consolidated and standalone results reviewed; no adverse remarks; unmodified conclusions.

Meeting Details

• Date and time: July 20, 2026 at 5:00 PM IST.
• Type and mode: group conference call via telecommunication.
• Event name/organiser: Q1 FY27 Earnings Conference Call organized by Rossari Biotech Limited.
• Key participants: Senior Management team of the company.
• Purpose: discuss Q1 FY27 results and host interactive Q&A.

Meeting Details

• Board meeting scheduled for July 18, 2026; time and venue not disclosed.

Key Agenda Items

• Approve unaudited standalone and consolidated quarterly results for the quarter ended June 30, 2026.

Other Notes

• Trading window closed for designated persons and relatives from July 1, 2026 until 48 hours after results announcement.

Dematerialisation/rematerialisation status

• Dematerialisation requests were processed; securities listed on exchanges.
• Physical certificates received for dematerialisation were mutilated and cancelled after verification.
• Depository name substituted as registered owner within prescribed timelines.

AGM details

• Date/time/mode: 20 July 2026 at 11:00 IST via VC/OAVM.
• Record date for final dividend: 10 July 2026.
• E-voting window: 17–19 July 2026; cut-off 13 July 2026.
• Venue deemed at Registered Office per SS-2.

Dividend proposal

• Final dividend proposed: ₹0.50 per share (25%).
• Dividend payable subject to member approval within 10 working days post-AGM.

Ordinary resolutions

• Adopt standalone financial statements for year ended March 31, 2026.
• Adopt audited consolidated financial statements for year ended March 31, 2026.
• Declare dividend of ₹0.50 per share for year ended March 31, 2026.
• Appoint Edward Menezes as Director retiring by rotation.

Special resolutions

• Approve material RPTs with Unitop Chemicals Private Limited for FY2026-27 up to ₹10,290 million.
• Appoint Mr. Udeypaul Singh Gill as Non-Executive Independent Director for 3 years (Apr 28, 2026–Apr 27, 2029).
• Re-appoint Ms. Esha Padmanabhan Achan as Non-Executive Independent Director for second term (Oct 21, 2026–Oct 20, 2029).
• Ratify remuneration of ₹1,35,000 to Cost Auditors for FY2027.

Director remuneration details

• Edward Menezes remuneration: ₹11.86 million; plus ₹0.17 million from subsidiary (AED).
• Udeypaul Singh Gill remuneration: not disclosed in notice.
• Esha Padmanabhan Achan remuneration: ₹4.40 million.

Auditors

• Cost Auditor M/s. R. Shetty & Associates appointed; remuneration ₹1,35,000 for FY2027; to be ratified.

Material RPT details

• UCPL is a Rossari subsidiary; 80% owned by Rossari.
• Aggregate proposed RPT with UCPL for FY2026-27: ₹10,290 million.
• RPTs to be in ordinary course, arms-length; 1-year tenure.
• Value relative to UCPL turnover: 132.98% FY2024-25; 111.57% FY2025-26.

RPT background and terms

• Price terms: arm's length; pricing methods include Resale Price Method.
• Omnibus approval sought for 1-year RPTs; intra-group asset transfers included.