Prestige Hospitality Ventures Limited IPO

We rely extensively on Marriott International for our Hospitality Assets operations. Five out of seven of our 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 our 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 our 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.

Our 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 our business, cash flows, results of operations, financial condition and prospects.

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

Revenue from three out of our 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 our business, cash flows, results of operations, financial condition and prospects.

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

Our 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 our overall performance consolidating all our Portfolio may be evaluated.

The ROFO and ROFP Deed we entered into with our Promoter is subject to various terms and conditions. There is no assurance that we will be able to successfully complete future acquisitions under the ROFO and ROFP Deed or other arrangements. Further, any of our 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 our Promoter, our Company, other Promoter Group entities and entities in which our Directors have interests.

We are dependent on our Promoter, PEPL, in various aspects of our business. Any negative publicity of, or adverse change in our relationship with, our Promoter and other companies in the Promoter Group could have an adverse impact on us.