Ventive Hospitality Ltd IPO

The Company acquired the New Portfolio recently (in Fiscal 2025) from its 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 its future financial condition or results of operations.

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

The company does not have a consolidated operating history through which its overall performance may be evaluated and have incurred losses in the recent past. If the company does not successfully integrate and operate the properties that the company has acquired pursuant to the Acquisition Transactions, its may continue to incur losses and the company's business, financial condition, cash flows and results of operations may be adversely affected.

Most of its 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 its hospitality portfolio as at September 30, 2024 and 49.19% of the company pro forma total income for the six months ended September 30, 2024. While the company has entered into long term agreements with such third party operators or franchisors, if these agreements are terminated or not renewed, its business, results of operations, cash flows and financial condition may be adversely affected.

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

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

Its annuity assets contributed to 28.02% and 24.44% of the company 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, its business, financial condition, results of operations and cash flows may be adversely affected.

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

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

Conflicts of interest may arise out of common business objectives shared by its Promoters, the Company and their respective associates/affiliates and its 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.