Brigade Hotel Ventures Limited - IPO

1. The company has entered into hotel operator services agreements and other related agreements with Marriott, Accor and InterContinental Hotels Group to receive operating and marketing services for its hotels. In Fiscal 2025, two of its hotels which are operated by Marriott contributed 43.81% of the company revenue from operations. If these agreements are terminated or not renewed, its business, results of operations, financial condition and cash flows may be adversely affected.

2. A significant portion of its revenues is derived from the company four hotels located in Bengaluru (Karnataka) (63.21% of revenue from operations in Fiscal 2025 was from its hotels located in Bengaluru (Karnataka)). Further, the company derives a significant portion of its revenues from the company hotels Sheraton Grand Bangalore at Brigade Gateway, Holiday Inn Chennai OMR IT Expressway and Holiday Inn Bengaluru Racecourse (62.02% of the revenue from operations was from these hotels in Fiscal 2025). Any adverse developments affecting such hotels or locations could have an adverse effect on its business, financial condition, cash flows and results of operations.

3. The company intend to develop five additional hotels and if the company is unable to develop these hotels in a timely manner, its business, results of operations, financial condition and cash flows will be adversely affected.

4. The Company has incurred losses (on a consolidated basis) in Fiscal 2023. In the event the company incur net loss in the future, its business, results of operations, financial condition and cash flows may be adversely affected.

5. Its operations entail certain recurring expenses, and the company inability to manage expenses may have an adverse effect on its business, results of operations, financial condition and cash flows.

6. The company derives a significant portion of its revenue from food and beverages ("F&B") served at our hotels (32.75% of the company revenue from operations was from F&B in Fiscal 2025). Any failures to maintain the quality and hygiene standards of the food and beverages that its offer, will adversely affect the company business, results of operations, financial condition and cash flows.

7. The company has a large number of personnel deployed across its hotels, consequently the company may be exposed to service related claims and losses or employee disruptions that could have an adverse effect on its reputation, business, results of operations, financial condition and cash flows. The attrition rate of the company employees in Fiscal 2025 was 58.19%.

8. A portion of the Net Proceeds may be utilised for buying of undivided share in the land parcel owned by its Promoter for which the company has not entered into definitive agreements. The Company proposes to construct a hotel on the undivided share of the land parcel, the construction and development of which may face delays and thereby affect its business, results of operations, financial condition and cash flows.

9. The company propose to utilize a portion of the Net Proceeds to undertake acquisitions for which targets have not been identified. Its inability to complete such transactions may adversely affect the company competitiveness and growth prospects.

10. The Company, Subsidiary, Promoter, Directors and Key Managerial Personnel are involved in certain legal and regulatory proceedings. Any adverse decision in such proceedings may have a material adverse effect on its business, financial condition, cash flows and results of operations.