Prestige Hospitality Ventures Limited IPO

The company relies extensively on Marriott International for its Hospitality Assets operations. Five out of seven of the company's Operating Hospitality Assets are operated by Marriott International with revenue from sale of hospitality services of Hospitality Assets operated by Marriott International contributing to 69.12% and 63.26% of its total revenue from sale of hospitality services for the nine months ended December 31, 2024 and Fiscal Year 2024. Further, all three Ongoing Hospitality Assets and all nine Upcoming Hospitality Assets are to be operated by Marriott International. If agreements entered into with Marriott International (including the Acquisition Transaction Agreements) are not novated or assigned in the company's name, terminated, not renewed or modified in such a way as to be detrimental to us, or if there is any negative development with respect to Marriott International and its associate brands, our business, cash flows, results of operations and financial condition may be materially adversely affected.

The company's business operations and total income are heavily dependent on the hospitality industry in India (total revenue from sale of hospitality services contributed to 65.42% and 77.66% of total income for the nine months ended December 31, 2024 and Fiscal 2024, respectively). Adverse developments in the hospitality industry may adversely affect its business, cash flows, results of operations, financial condition and prospects.

All of the company's Operating Hospitality Assets are located in Bengaluru, Karnataka. Any adverse developments affecting Bengaluru or the company's inability to complete its ongoing and upcoming projects in new markets could have an adverse effect on the company's business, cash flows, results of operations, financial condition and prospects.

Revenue from three out of the company's seven Operating Hospitality Assets (namely Sheraton Grand, JW Marriott Golfshire and Conrad, Bengaluru, Karnataka) in aggregate contributed to 79.30% and 77.68% of total revenue from sale of hospitality services for the nine months ended December 31, 2024 and Fiscal Year 2024. Any disruption in these Hospitality Assets would adversely affect its business, cash flows, results of operations, financial condition and prospects.

A significant portion of the company's total income is derived from operations that the company does not intend to focus on going forward. If the company fails to successfully diversify and expand its hospitality services' revenue base, the company's business, cash flows, results of operations, financial condition and prospects may be adversely affected.

The Company acquired and is in the process of acquiring certain Hospitality Assets pursuant to binding agreements in Fiscal 2025 under the Acquisition Transactions. However certain formalities (including novating and/or assigning relevant hotel operators services agreements) and closing actions in relation to certain acquisitions are pending and sale deeds for certain Ongoing Acquisition Transactions are not executed as on the date of this Draft Red Herring Prospectus. In addition, our Company does not have an operating history by which the company's overall performance consolidating all the company's Portfolio may be evaluated.

The company ROFO and ROFP Deed we entered into with its Promoter is subject to various terms and conditions. There is no assurance that the company will be able to successfully complete future acquisitions under the ROFO and ROFP Deed or other arrangements. Further, any of the company's acquisitions in the future may be subject to acquisition related risks.

Statements in this Draft Red Herring Prospectus such as "Expected Keys", "estimated completion" or in relation to keys of Ongoing Hospitality Assets, Upcoming Hospitality Assets and Hospitality Assets under renovation are based on management estimates and/or as per terms under the relevant hotel operators services agreements and have not been independently appraised.

Conflicts of interest may arise out of common business objective shared by the company's Promoter, the Company, other Promoter Group entities and entities in which the company's Directors have interests.

The company is dependents on the company's Promoter, PEPL, in various aspects of its business. Any negative publicity of, or adverse change in the company's relationship with, the company's Promoter and other companies in the Promoter Group could have an adverse impact on the company.