Ventive Hospitality Limited - IPO

1. Our Company acquired the New Portfolio recently (in Fiscal 2025) from our Promoters and may undertake such acquisitions in the future. Further, the Pro Forma Financial Information prepared for this Red Herring Prospectus is presented for illustrative purposes only to illustrate the impact of such acquisition of New Portfolio as if the acquisition had taken place at the beginning of the applicable period/year and may not accurately reflect our future financial condition or results of operations.

2. We rely on third parties for the quality of services at our hospitality assets and our hospitality assets are operated by or franchised from third-party brands. Any adverse impact on the reputation of our hospitality assets, or the brands under which they operate, or a failure of quality control systems at our hospitality assets could adversely affect our business, results of operations and financial condition.

3. We do not have a consolidated operating history through which our overall performance may be evaluated and have incurred losses in the recent past. If we do not successfully integrate and operate the properties that we have acquired pursuant to the Acquisition Transactions, we may continue to incur losses and our business, financial condition, cash flows and results of operations may be adversely affected.

4. Most of our hospitality assets are operated by or franchised from Marriott and Hilton, collectively comprising 8 out of 11 operational hospitality assets, contributing to 78.05% of the keys in our hospitality portfolio as at September 30, 2024 and 49.19% of our pro forma total income for the six months ended September 30, 2024. While we have entered into long term agreements with such third party operators or franchisors, if these agreements are terminated or not renewed, our business, results of operations, cash flows and financial condition may be adversely affected.

5. Prior to the Acquisition Transactions, all our total income on a restated basis was derived from assets located in Pune. A significant portion of our pro forma total income is derived from assets concentrated in a few geographical locations (58.40% and 32.03% of our pro forma total income for the six months ended September 30, 2024 from assets located in Pune and Maldives, respectively, contributing to 90.43% of our pro forma total income for the six months ended September 30, 2024, and 53.29% and 38.24% of our pro forma total income for FY24 from assets located in Pune and Maldives, respectively, contributing to 91.53% of our pro forma total income for FY24). Any adverse developments affecting such assets or locations could have an adverse effect on our business, financial condition, cash flows and results of operations.

6. Prior to the Acquisition Transactions, all our total income on a restated basis was derived from assets located in Pune. A significant portion of our pro forma total income is derived from assets concentrated in a few geographical locations (58.40% and 32.03% of our pro forma total income for the six months ended September 30, 2024 from assets located in Pune and Maldives, respectively, contributing to 90.43% of our pro forma total income for the six months ended September 30, 2024, and 53.29% and 38.24% of our pro forma total income for FY24 from assets located in Pune and Maldives, respectively, contributing to 91.53% of our pro forma total income for FY24). Any adverse developments affecting such assets or locations could have an adverse effect on our business, financial condition, cash flows and results of operations.

7. Our annuity assets contributed to 28.02% and 24.44% of our pro forma total income for the six months ended September 30, 2024 and FY24, respectively. If there is a decline in demand for office and retail properties, our business, financial condition, results of operations and cash flows may be adversely affected.

8. The success of our business is dependent on the ability to anticipate and respond to customer requirements. Our business may be affected if we are unable to identify and understand contemporary and evolving customer preferences or if we are unable to deliver quality service as compared to our competitors. Further, any delay in execution of ongoing projects would adversely impact the operations and profitability of our Company.

9. Our hospitality business is subject to seasonal and cyclical variations that could result in fluctuations in our results of operations and cash flows.

10. Conflicts of interest may arise out of common business objectives shared by our Promoters, our Company and their respective associates/affiliates and our Directors. Further, the BRE Promoters have not entered into a deed of right of first offer in respect of any assets owned by them or other entities of Blackstone which could lead to potential conflicts of interest.