Gemini Edibles & Fats India Limited IPO

01At a glance

What the company does: refines and packs edible oils, sunflower, rice bran, mustard, groundnut, soybean and palm, and specialty fats, sold under its own brands, to food companies and in bulk; since FY25 it also sells spices under the Annapoorna brand (AP p.3).

Who pays it: households, through more than 1,600 distributors and wholesalers reaching over 1,000 towns, mainly in South India; food companies buying specialty fats; and bulk buyers (AP p.3, AP p.4).

Why it is raising money: it is not. The offer is entirely a sale by existing shareholders, who receive all the proceeds and bear the expenses (AP p.6).

How fast it has grown: revenue from ₹90,538 million in FY24 to ₹126,500 million in FY26, but volume sold fell from 911,144 tonnes to 868,801 tonnes over the same years (AP p.3, DRHP p.121).

The one thing to understand: revenue follows the price of oil, not the quantity sold. Sales volume fell 4.6% over two years while revenue rose 39.7%, and profit swung with commodity prices: gross margin was 9.70% in FY24, 14.68% in FY25 and 11.44% in FY26 (DRHP p.25, DRHP p.121, our arithmetic).

02The business, in plain words

An edible-oil company imports crude oil, Gemini buys from the Black Sea region, South America and other origins, refines it, packs it in pouches, bottles and tins, and sells it through distributors to shops. The margin is thin and depends on buying crude oil well against the price the refined oil fetches weeks later.

A household needs cooking oil → it picks up a Freedom sunflower-oil pouch at a local shop → the shop bought it from a Gemini distributor → Gemini imported crude oil, refined and packed it in Andhra Pradesh, and sold it through its network.

All three refineries are in Andhra Pradesh, and sales are concentrated in South India (DRHP p.28). The company imports a significant share of its crude oil (DRHP p.23). It reports two segments, edible oils and spices (AP p.3).

Earnings equation: Gross profit ≈ tonnes sold × (refined-oil price − crude-oil cost − processing). In FY26 it sold 868,801 tonnes and earned gross profit of ₹14,471.66 million (DRHP p.121).

03Where the money comes from

Source: AP p.3.

The business runs through three edible-oil verticals, branded retail, industrial customers and bulk merchandising, and the new spices vertical (AP p.3). Sunflower oil, including the Freedom brand, is the largest product (DRHP p.29). Key customers are mainly distributors (DRHP p.32).

04The growth record

Source: AP p.7, DRHP p.121. FY24 is standalone; FY25 and FY26 are consolidated.

Our arithmetic: revenue grew about 18.2% a year from FY24 to FY26 and profit after tax about 28.5% a year (our arithmetic, AP p.7).

Source: DRHP p.121.

05What the growth is made of

Price, not volume. Tonnes sold were flat in FY25 and fell 5% in FY26, while revenue rose 18.8% and 17.6% (DRHP p.121, AP p.3, our arithmetic). Revenue per tonne went from about ₹99,400 in FY24 to about ₹145,600 in FY26 to our arithmetic on the document's figures, and a rough measure that includes spices and bulk sales.

Profit peaked in FY25, when gross margin reached 14.68%, and fell back in FY26 (DRHP p.25). The document itself says FY24's gross margin was hurt by commodity price volatility, when crude-oil costs and refined-oil prices moved apart (DRHP p.25). Advertising and trade spending rose by 62% over the two years (DRHP p.121, our arithmetic).

06Earnings quality

Operating cash flow was ₹6,937.10 million in FY24, ₹4,904.44 million in FY25 and ₹7,049.72 million in FY26 to 149.89%, 45.25% and 88.80% of EBITDA (AP p.7, DRHP p.121). In the best-profit year, less of it turned into cash. Contingent liabilities not provided for are listed as a risk (DRHP p.38).

07The balance sheet

Source: AP p.7.

The document defines total borrowings as current borrowings (AP p.7). Borrowings exceed net worth, and financing agreements carry restrictive covenants (DRHP p.34).

08What the money is for

Nothing, for the company. The objects are to carry out the offer for sale and to list the shares (AP p.6).

09Who is selling

Source: AP p.1, AP p.6. The Investment and Commercial Enterprise figure is our arithmetic from the total.

The offer is 20% of the 205,750,160 shares in issue (AP p.6, our arithmetic). Black River Food 2 is offering 60% of its holding (AP p.6, our arithmetic).

10Promoters

The promoters are Pradeep Kumar Chowdhry, Alka Chowdhry, Golden Agri International Pte. Ltd. and Golden Agri International Enterprises Pte. Ltd. (AP p.5). The two Golden Agri companies are Singapore companies; GAIE trades crude palm oil and provides management consultancy (AP p.5). The document lists potential conflicts of interest from promoters' and directors' other ventures (DRHP p.44).

11Who already owns it

Source: AP p.6.

12What changed just before the IPO

• Spices: the Annapoorna brand was acquired in FY25 (AP p.3).
• Consolidated accounts: FY25 and FY26 figures are consolidated, FY24 standalone, following the new subsidiary (AP p.7).
• Profit: fell 27% in FY26 from FY25's high (AP p.7).
• Bonus issue: one share for every one held, allotted 23 June 2026 at nil consideration, the last allotment before the offer (DRHP p.106).
• Auditor: no change in the statutory auditor in the three years before the filing (DRHP p.90).
• Public company: converted from a private limited company in July 2021 (DRHP p.3).

13Capacity and expansion

The company runs three refineries, all in Andhra Pradesh, plus packing units, and 62 warehouses (AP p.4, DRHP p.28). The document lists under-use of existing or new capacity as a risk (DRHP p.30). No capacity expansion is funded by the offer, since the company receives no proceeds (AP p.6).

14Market size and industry structure

India consumed 26.6 million tonnes of edible oil in the 2026 marketing year, up from 22.0 million tonnes in 2020, according to the TKC report cited in the offer document, which forecasts 31.0 million tonnes by 2031 (AP p.4, AP p.5). Those forecasts are TKC's, and newboard has not tested them. The document calls the industry intensely competitive (DRHP p.35).

15Competitive position

What the document claims, and what it rests on:

• A strong regional brand: Freedom in sunflower oil, with a network of over 1,600 distributors and wholesalers (AP p.4, DRHP p.29).
• Diversified sourcing from several origins (DRHP p.23).
• A new foods platform through Annapoorna (AP p.3).

Against that: much larger national rivals, dependence on imported crude oil, and a regional footprint (DRHP p.28, DRHP p.35, DRHP p.120).

16Peers the company named

Source: DRHP p.120.

The document gives an industry P/E range of 21.12 to 63.66, average 36.22 (DRHP p.119). For Gemini it gives FY26 earnings per share of ₹29.17, net asset value per share of ₹172.46 and return on net worth of 16.83% (DRHP p.120). No P/E is possible for the company until a price band is set.

17Risks, in plain words

• Imports. A significant share of crude oil comes from abroad, the Black Sea region, South America and elsewhere, exposing costs to war, currency and duty changes (DRHP p.23).
• Commodity margins. Gross margin moved between 9.70% and 14.68% in three years (DRHP p.25).
• One product. Sunflower oil is the largest line (DRHP p.29).
• One region. All refineries are in Andhra Pradesh and sales are concentrated in the south (DRHP p.28).
• Food safety. 44 notices under the Food Safety and Standards Act against the company, and two against its subsidiary (AP p.11).
• New spices business. Early stage and small (DRHP p.39).

18Litigation and regulatory matters

The company faces 44 notices under the Food Safety and Standards Act, and its subsidiary two (AP p.11). The full litigation table was not read in detail for this study; the document lists outstanding proceedings involving the company and its subsidiary as a risk (DRHP p.43).

19Related-party transactions

GAIE, the majority promoter, trades crude palm oil (AP p.5). The pages read do not show whether the company buys crude oil from promoter-group companies, or on what terms; the document lists conflicts of interest as a risk (DRHP p.44).

20What the offer document does not say

In the sections read for this study, the document does not give:

• Purchases from the Golden Agri group, if any, and their terms.
• Revenue by vertical: branded retail, industrial and bulk.
• The share of sunflower oil in revenue, in the pages read.
• Why volume fell in FY26.
• The price band, lot size or issue dates, which is normal at DRHP stage.

21Five questions for management

1. How much crude oil did the company purchase from Golden Agri group companies in FY26, and at what reference price?
2. Why did volume fall 5% in FY26 while advertising and trade spend rose?
3. What drove gross margin to 14.68% in FY25, and why did it fall back in FY26?
4. What share of revenue comes from the Freedom brand versus bulk and industrial sales?
5. With the company receiving nothing from the offer, how will the spices business be funded?

2Sources and cited facts

This study was read from 2 documents the company filed. The 60 figures it cites are listed under the document each came from, with the page and the sentence as printed.