Gem Aromatics

Risks

• 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.

• 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.

• 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.

• 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.

• 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.

• 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.

• 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.

• 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.

• 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.

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

• The company derives a significant portion of its revenue from operations from a limited number of geographies.

• The Company has applied for registration of the trademark in relation to the Company`s logo which is objected. Until such registration is granted, its may not be able to prevent unauthorised use of such trademarks by third parties, which may lead to the dilution of its goodwill and adversely affect the company business. An inability to protect, strengthen and enhance its existing brand for its products could adversely affect the company business prospects and financial performance.

• Some of the raw materials used in its production processes are natural resources and therefore the company is subject to the seasonality and risk of depletion of such natural resources.

• Its may be unable to obtain, renew or maintain statutory and regulatory permits, licenses and approvals required to operate its business and operate the company Manufacturing Facilities and its R&D Facility, which could have an adverse effect on the company business, results of operations, financial condition and cash flows.

• Its Subsidiary, Krystal Ingredients Private Limited has incurred losses in the past and has negative net worth as of September 30, 2024 and may not be able to achieve or maintain profitability in the future.

• The company is subject to strict quality requirements and any failures by it to comply with quality standards could adversely affect its business, results of operations, cash flows and financial condition.

• If the company is unable to continue to develop innovative products, identify and understand evolving industry trends and preferences to develop new products to meet its customers` demands and if the company does not successfully develop or commercialize new products in a timely manner, or if the products that we commercialize do not perform as expected and counter the challenges that the industry faces could adversely affect our business, results of operations, financial condition and cash flows.

• If the company is unable to accurately forecast demand for its products and plan production schedules in advance, the company business, cash flows, financial condition, results of operations, and prospects could be adversely affected.

• Any disruptions or shutdown of its Manufacturing Facilities and R&D Facility which could interrupt the company operations, which in turn may adversely impact its results of operations.

• Its Manufacturing Facilities are subject to disruptions in or lack of basic infrastructure such as fuel and electricity, which could increase its manufacturing costs or interrupt the company operations, which in turn may adversely impact its results of operations.

• The company is dependent on third party transportation for the delivery of raw materials and finished products and any disruption in their operations or a decrease in the quality of their services could adversely affect its business and results of operations.

• Its overseas operations expose it to complex management, legal, tax and economic risks, which could adversely affect its business, financial condition, cash flows and results of operations.

• Its may not be successful in penetrating new export markets.

• The company has substantial working capital requirements and capital expenditure and may requires additional capital to meet those requirements, which could have an adverse effect on its business, results of operations, financial condition and cash flows.

• There are outstanding legal proceedings involving it. Any adverse outcome in such proceedings may have an adverse effect on its business, results of operations, financial condition and cash flows.

• If the company cannot execute its strategies to expand its manufacturing capacities, existing customer accounts and geographical footprint effectively, its business and prospects may be materially and adversely affected.

• The company may fails to protect its intellectual property and are susceptible to litigation for infringement of intellectual property rights in relation to such designs. This could materially and adversely affect its reputation, results of operations and financial condition.

• If the company is inadvertently infringe on the intellectual property rights of others, its business and results of operations may be adversely affected.

• The company operates in a competitive business environment. If its cannot respond adequately to the increased competition and consequent pricing pressures that the company expect to face from existing players and new entrants, its will lose market share and its profits will decline, which will adversely affect the company business, results of operations and financial condition.

• The company extend significant credit terms to its customers and are subject to counterparty credit risk. Any deterioration in such customers` financial position and their ability to pay or its inability to extend credit in line with market practice may adversely impact business, results of operations, financial condition and cash flows.

• Changes in technology may render its current technologies obsolete or requires the company to make substantial capital investments. Further, its failure to keep the company technical knowledge confidential could erode its competitive advantage.

• Certain of its immovable properties, including the company Registered Office, its Manufacturing Facilities, and warehouses are licensed. If the company is unable to renew existing leases or relocate its operations on commercially reasonable terms, there may be an adverse effect on its business, financial condition and operations.

• The company has had negative cash flows in the past and any negative cash flows in the future could adversely affect its ability to operate the company business and implement its growth plans, thereby affecting the company financial condition.

• Its contingent liabilities could adversely affect the company financial condition if they materialise.

• Failures to attract and retain skilled and qualified manpower or to effectively manage its growth could adversely affect the company business, and increased employee compensation costs could adversely affect its financial condition. The company operations are labour intensive and its manufacturing operations may be materially adversely affected by strikes, work stoppages or increased wage demands by its employees or those of the company suppliers.

• The company depends on its Key Managerial Personnel and Senior Management Personnel, persons with technical expertise and other permanent employees for its business and future growth. If the company is unable to recruit and retain such qualified and skilled personnel, its business and the company ability to operate or grow its business may be adversely affected.

• The Company will not receive any proceeds from the Offer for Sale portion.

• Its insurance coverage may not be adequate or the company may incur uninsured losses or losses in excess of its insurance coverage which may impact on the company results of operations, financial condition and cash flows.

• Its inability to meet the company obligations under its debt financing arrangements could adversely affect the company business, results of operations and cash flows. Financing agreements includes certain conditions and restrictive covenants. This may limit its ability to pursue business and limit flexibility in planning for, or reacting to, changes in its business or industry.

• The company is subject to various safety, health and environmental laws and labour, workplace and related laws and regulations which may increase its compliance costs and as such adversely affect the company business, results of operations and financial condition.

• The company is unable to trace some of its historical corporate records including in relation to certain allotments made by the Company. Its cannot assure you that no legal proceedings or regulatory actions will be initiated against the Company in the future in relation to these matters, which may impact its financial condition and reputation.

• Its Promoter, Chairman and Whole-Time Director, Vipul Parekh is unable to trace documents in relation to educational qualifications.

• The company has had instance of delays in payments of statutory dues by the Company. Any delays in payment of statutory dues may attract financial penalties from the respective government authorities and in turn may have an adverse impact on its financial condition and cash flows.

• The unavailability, reduction or elimination of government incentives could have a material adverse effect on its business, prospects, financial condition, results of operations and cash flows.

• Failures or disruption of the company IT systems may adversely affect its business, financial condition, results of operations and prospects.

• The company has in the past entered into related party transactions and may continue to do so in the future.

• Its Promoters will continue to retain a significant shareholding in the Company after the Offer, which will allow them to exercise influence over it. Any substantial change in the company Promoters` shareholding may have an impact on the trading price of its Equity Shares which could have an adverse effect on its business, financial condition, results of operations and cash flows.

• Its Promoters, Directors, Key Managerial Personnel and Senior Management Personnel may have interests other than reimbursement of expenses incurred and normal remuneration or benefits.

• Its Subsidiaries are engaged in similar business or industry segments and may compete with it. The company Directors or Promoter may enter into ventures that may lead to conflicts of interest with its business.

• Certain non-GAAP measures and certain other statistical information relating to its operations and financial performance have been included in this Draft Red Herring Prospectus. These non-GAAP measures are not measures of operating performance or liquidity defined by Ind AS and may not be comparable.

• Certain sections of this Draft Red Herring Prospectus disclose information from the F&S Report which is a paid report and commissioned and paid for by it exclusively in connection with the Offer and any reliance on such information for making an investment decision in the Offer is subject to inherent risks.

• Certain sections of this Draft Red Herring Prospectus disclose information from the F&S Report which is a paid report and commissioned and paid for by it exclusively in connection with the Offer and any reliance on such information for making an investment decision in the Offer is subject to inherent risks.

• Fraud, theft, employee negligence or similar incidents may adversely affect its results of operations and financial condition.

• If the company fails to maintain an effective system of internal controls, its may not be able to successfully manage or accurately report the company financial risk.

• Its funding requirements and the proposed deployment of Net Proceeds have not been appraised by any bank or financial institution or any other independent agency.

• Any variation in the utilization of the Net Proceeds would be subject to certain compliance requirements, including prior shareholders` approval.

• 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. Further, Lallubhai Hargovindas Chitalia, Krishna Lallubhai Chitalia and Rajesh Lallubhai Chitalia, individual members of our 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. All information in relation to Gopinath Dairy Products Private Limited included in the RHP have been obtained from publicly available sources and the disclosures included may be limited in the context of requirement under the SEBI ICDR Regulations.

• We have not entered into any long-term contracts with our suppliers from whom we procure raw materials consumed by us for our manufacturing process and failure by our suppliers to meet their obligations could adversely affect our business, results of operations, financial condition and cash flows.

• We do not have firm commitment agreements with majority of our customers. If our customers choose not to source their requirements from us, there may be a material adverse effect on our business, financial condition, cash flows and results of operations.

• We have significant dependence on our top 10 suppliers for supply of raw materials. In Fiscal 2025, our top 10 suppliers contributed towards 52.92% of our total expenses. The loss of any of these suppliers or and failure by these suppliers to meet their obligations may adversely affect our revenues and profitability.

• Our Company proposes to deploy certain portion of the Net Proceeds towards repayment of certain borrowings of our Subsidiary, Krystal Ingredients Private Limited, which has incurred losses in the past and has negative net worth as of March 31, 2025 and may not be able to achieve or maintain profitability in the future.

• We derive a significant portion of our revenue from operations cumulatively from 22 foreign countries, contributing towards 50.66%, 49.56% and 62.70% of our revenue from operations in Fiscal 2025, 2024 and 2023, respectively.

• We have significant dependence on suppliers located in Uttar Pradesh and Haryana for supply of raw materials for our products under the mint and mint derivatives product category. In Fiscal 2025, Fiscal 2024 and Fiscal 2023 our suppliers from Uttar Pradesh contributed towards 29.39%, 30.61% and 35.61% while Haryana contributed towards 13.46%, 11.79% and 5.46%, respectively, of our total expenses. The loss or disruption in supply from these states may adversely affect our revenues and profitability.

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

• We have significant dependence on imported raw materials and in Fiscal 2025, 2024 and 2023, our imported raw materials contributed towards 37.63%, 42.61% and 34.12%, respectively, of our total cost of materials consumed. Any restrictions on import of raw materials and an increase in shipment cost may adversely impact our business, cash flows and results of operations.

• We have had negative cash flows from operating activities in the past and any negative cash flows in the future could adversely affect our ability to operate our business and implement our growth plans, thereby affecting our financial condition.

• Our inability to meet our obligations under our debt financing arrangements could adversely affect our business, results of operations and cash flows. Financing agreements includes certain conditions and restrictive covenants. This may limit our ability to pursue business and limit flexibility in planning for, or reacting to, changes in our business or industry.

• Our funding requirements and the proposed deployment of Net Proceeds have not been appraised by any bank or financial institution or any other independent agency.

• Some of the raw materials used in our production processes are natural resources and therefore we are subject to the seasonality and risk of depletion of such natural resources.

• We are unable to trace some of our historical corporate records including in relation to certain allotments made by our Company. We cannot assure you that no legal proceedings or regulatory actions will be initiated against our Company in the future in relation to these matters, which may impact our financial condition and reputation.

• Changes in technology may render our current technologies obsolete or require us to make substantial capital investments. Further, our failure to keep our technical knowledge confidential could erode our competitive advantage.

• Our insurance coverage may not be adequate or we may incur uninsured losses or losses in excess of our insurance coverage which may impact our results of operations, financial condition and cash flows.

• Our Company has applied for registration of the trademark in relation to our Company`s logo which is objected. Until such registration is granted, we may not be able to prevent unauthorised use of such trademarks by third parties, which may lead to the dilution of our goodwill and adversely affect our business. An inability to protect, strengthen and enhance our existing brand for our products could adversely affect our business prospects and financial performance.

• We may be unable to obtain, renew or maintain statutory and regulatory permits, licenses and approvals required to operate our business and operate our Manufacturing Facilities and our R&D Facility, which could have an adverse effect on our business, results of operations, financial condition and cash flows.

• We are subject to strict quality requirements and any failure by us to comply with quality standards could adversely affect our business, results of operations, cash flows and financial condition.

• If we are unable to continue to develop innovative products, identify and understand evolving industry trends and preferences to develop new products to meet our customers` demands and if we do not successfully develop or commercialize new products in a timely manner, or if the products that we commercialize do not perform as expected and counter the challenges that the industry faces could adversely affect our business, results of operations, financial condition and cash flows.

• Information relating to the installed capacity and capacity utilization of our Manufacturing Facilities included in this Red Herring Prospectus are based on various assumptions and estimates and future production and capacity may vary.

• If we are unable to accurately forecast demand for our products and plan production schedules in advance, our business, cash flows, financial condition, results of operations, and prospects could be adversely affected.

• Any disruptions or shutdown of our Manufacturing Facilities and R&D Facility which could interrupt our operations, which in turn may adversely impact our results of operations.

• Our Manufacturing Facilities are subject to disruptions in or lack of basic infrastructure such as fuel and electricity, which could increase our manufacturing costs or interrupt our operations, which in turn may adversely impact our results of operations.

• We are dependent on third party transportation for the delivery of raw materials and finished products and any disruption in their operations or a decrease in the quality of their services could adversely affect our business and results of operations.

• Our overseas operations contributed towards 50.66%, 49.55% and 62.70% of revenue from operations in Fiscal 2025, 2024 and 2023, respectively, which exposes us to complex management, legal, tax and economic risks, which could adversely affect our business, financial condition, cash flows and results of operations.

• We may not be successful in penetrating new export markets.

• We have substantial working capital requirements and capital expenditure and may require additional capital to meet those requirements, which could have an adverse effect on our business, results of operations, financial condition and cash flows.

• There are outstanding legal proceedings involving us. Any adverse outcome in such proceedings may have an adverse effect on our business, results of operations, financial condition and cash flows.

• If we cannot execute our strategies to expand our manufacturing capacities, existing customer accounts and geographical footprint effectively, our business and prospects may be materially and adversely affected.

• We may fail to protect our intellectual property and are susceptible to litigation for infringement of intellectual property rights in relation to such designs. This could materially and adversely affect our reputation, results of operations and financial condition.

• If we inadvertently infringe on the intellectual property rights of others, our business and results of operations may be adversely affected.

• We operate in a competitive business environment. If we cannot respond adequately to the increased competition and consequent pricing pressures that we expect to face from existing players and new entrants, we will lose market share and our profits will decline, which will adversely affect our business, results of operations and financial condition.

• We extend significant credit terms to our customers and are subject to counterparty credit risk. Any deterioration in such customers` financial position and their ability to pay or our inability to extend credit in line with market practice may adversely impact business, results of operations, financial condition and cash flows.

• Certain of our immovable properties, including our Registered Office, our Manufacturing Facilities, and warehouses are licensed. If we are unable to renew existing leases or relocate our operations on commercially reasonable terms, there may be an adverse effect on our business, financial condition and operations.

• Our contingent liabilities could adversely affect our financial condition if they materialise.

• Failure to attract and retain skilled and qualified manpower or to effectively manage our growth could adversely affect our business, and increased employee compensation costs could adversely affect our financial condition. Our operations are labour intensive and our manufacturing operations may be materially adversely affected by strikes, work stoppages or increased wage demands by our employees or those of our suppliers.

• We depend on our Key Managerial Personnel and Senior Management Personnel, persons with technical expertise and other permanent employees for our business and future growth. If we are unable to recruit and retain such qualified and skilled personnel, our business and our ability to operate or grow our business may be adversely affected.

• Our Company will not receive any proceeds from the Offer for Sale portion.

• Any downgrading of our credit rating by a credit rating agency may increase interest rates for our future borrowings, which would increase our cost of borrowings, and adversely affect our ability to borrow on a competitive basis.

• We are subject to various safety, health and environmental laws and labour, workplace and related laws and regulations which may increase our compliance costs and as such adversely affect our business, results of operations and financial condition.

• Our Promoter, Chairman and Whole-Time Director, Vipul Parekh is unable to trace documents in relation to educational qualifications.

• We have had instance of delays in payments of statutory dues and delay in filing of GST returns in the past by our Company. Any delays in payment of statutory dues or delay in filing of GST returns may attract financial penalties from the respective government authorities and in turn may have an adverse impact on our financial condition and cash flows.

• The unavailability, reduction or elimination of government incentives could have a material adverse effect on our business, prospects, financial condition, results of operations and cash flows.

• Failure or disruption of our IT systems may adversely affect our business, financial condition, results of operations and prospects.

• We have in the past entered into related party transactions and may continue to do so in the future.

• Our Promoters will continue to retain a significant shareholding in our Company after the Offer, which will allow them to exercise influence over us. Any substantial change in our Promoters` shareholding may have an impact on the trading price of our Equity Shares which could have an adverse effect on our business, financial condition, results of operations and cash flows.

• Our Promoters, Directors, Key Managerial Personnel and Senior Management Personnel may have interests other than reimbursement of expenses incurred and normal remuneration or benefits.

• Our Subsidiaries are engaged in similar business or industry segments and may compete with us. Our Directors or Promoter may enter into ventures that may lead to conflicts of interest with our business.

• Our Directors do not have prior experience of directorship in any of companies listed on recognized stock exchanges, therefore, they will be able to provide only a limited guidance in relation to the affairs of our Company post listing.

• Certain non-GAAP measures and certain other statistical information relating to our operations and financial performance have been included in this Red Herring Prospectus. These non-GAAP measures are not measures of operating performance or liquidity defined by Ind AS and may not be comparable.

• Certain sections of this Red Herring Prospectus disclose information from the F&S Report which is a paid report and commissioned and paid for by us exclusively in connection with the Offer and any reliance on such information for making an investment decision in the Offer is subject to inherent risks.

• Fraud, theft, employee negligence or similar incidents may adversely affect our results of operations and financial condition.

• If we fail to maintain an effective system of internal controls, we may not be able to successfully manage or accurately report our financial risk.

• Any variation in the utilization of the Net Proceeds would be subject to certain compliance requirements, including prior shareholders` approval.