Gem Aromatics Limited IPO

1. We derive a significant portion of our revenue from our top 10 customers. In Fiscal 2025, we derived 56.06% of our total revenue from operations from our top 10 customers. The loss of any of these customers may adversely affect our revenues and profitability.

2. The company derives a significant portion of its revenue from its top customer doTERRA Global Limited (formerly known as doTERRA GH Ireland Limited) ("doTERRA") with whom the company has entered into a supply agreement, the term of which is ending on December 31, 2028. If doTERRA chooses not to source their requirements from it, there may be a material adverse effect on it business, financial condition, cash flows and results of operations.

3. We derive a substantial portion of our revenue from the mint and mint derivatives product category. In Fiscal 2025, 2024 and 2023, we derived 69.12%, 72.89% and 69.98% of our revenue from operations from the mint and mint derivatives product category. Any reduction in demand for products under the mint and mint derivatives product category may adversely affect our revenues and profitability.

4. The Company is involved in an on-going litigation in the Supreme Court of India with respect to the land on which its Budaun Facility is located. Any adverse outcome in such proceedings may have an adverse effect on its business, results of operations, financial condition and cash flows.

5. One of the entities, Gopinath Dairy Products Private Limited, which is identified as a part of the Promoter Group under the SEBI ICDR Regulations is undergoing liquidation proceedings and accordingly has not provided any information in respect of itself. All information in relation to Gopinath Dairy Products Private Limited included in the DRHP is from publicly available sources. Further, Lallubhai Hargovindas Chitalia, Krishna Lallubhai Chitalia, Rajesh Lallubhai Chitalia, individual members of its Promoter Group, along with Gopinath Dairy Products Private Limited, have been identified as wilful defaulters in their capacity as directors and guarantor of Gopinath Dairy Products Private Limited.

6. The company has not entered into any long-term contracts with its suppliers from whom the company procure raw materials consumed by it for its manufacturing process and failures by the company suppliers to meet their obligations could adversely affect its business, results of operations, financial condition and cash flows.

7. The company does not have firm commitment agreements with majority of its customers. If the company customers choose not to source their requirements from it, there may be a material adverse effect on the company business, financial condition, cash flows and results of operations.

8. The company has significance dependence on its top 10 suppliers for supply of raw materials. In Fiscal 2024, its top 10 suppliers contributed towards 68.61% of the company total expenses. The loss of any of these suppliers or and failures by these suppliers to meet their obligations may adversely affect its revenues and profitability.

9. Increase in costs of raw materials, may impact its revenue from operations and profitability and may result in a materially adverse effect on the company business, results of operations and financial condition.

10. Restrictions on import of raw materials and an increase in shipment cost may adversely impact its business, cash flows and results of operations.