Ventive Hospital

Developing and expanding our asset base.

Drive organic growth from ramp-up of our existing assets.

Leverage on our award-winning F&B and amenities.

Optimize event spaces.

Selective acquisitions supported by cash flows and significant debt headroom.

Proactive asset management driving shareholder value.

Premium hospitality assets complemented by Grade A annuity assets.

Established track record of development and acquisition-led growth in India and the Maldives.

Renowned Promoters with global and local expertise.

Professional and experienced management team.

Proven track record of active asset management.

Well-positioned to benefit from strong industry tailwinds.

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.

Low occupancy rates at its hospitality assets may adversely affect the company business, results of operations, financial condition and cash flows.

A portion of the Net Proceeds is proposed to be utilised for repayment or prepayment of certain loan facilities availed by the Company from Hongkong and Shanghai Banking Corporation Limited which is an affiliate of HSBC Securities and Capital Markets (India) Private Limited, one of the BRLMs.

26.47% and 32.50% of its pro forma revenue from room income for the six months ended September 30, 2024 and FY24, respectively, originate from bookings through travel agents, intermediaries and others. In the event such distribution channels continue to gain a larger share compared to the direct booking channels of our hotel operators, its commissions payable to such distribution channels could increase. If the company competitors negotiate more favorable terms with such agents and intermediaries, this could result in a decrease in its pro forma total income, and the company business and results of operations may be adversely affected.

The company has entered into related party transactions in the past and may continue to do so in the future. The terms of these related party transactions, while at arm`s length, may be unfavorable to it. Further, the company Promoters and certain of its Directors have interests in it other than the reimbursement of expenses incurred and normal remuneration and benefits.

The company has substantial indebtedness which requires significant cash flows to service and limits its ability to operate freely. Any breach of terms under the company financing arrangements or its inability to meet the company obligations, including financial and other covenants under its debt financing arrangements could adversely affect the company business and financial condition.

The company has a large workforce deployed across its hospitality assets and may be exposed to service-related claims and losses or employee disruptions that could have an adverse effect on its business and reputation.

There have been certain instances of delays in payment of statutory dues by the Company and its Subsidiaries in the past. Any failures or delay in payment of such statutory dues may expose it to statutory and regulatory action, as well as significant penalties, and may adversely impact its business, results of operations, cash flows and financial condition.

Its may experience difficulties in expanding the company business into additional geographic markets and any failures to carry out such expansion may have an adverse effect on its revenues, earnings and financial condition.

Audit reports on its financial statements include certain modifications, observations in the audit report and qualifications in the annexure to report prescribed under the Companies (Auditor`s Report) Order, 2020 as at and for the six months ended September 30, 2024 and the years ended March 31, 2024, March 31, 2023 and March 31, 2022 which do not require any corrective adjustments in its Restated Financial Information. Further, the assurance report on its Pro Forma Financial Information discloses certain emphasis of matters.

Its Promoters will continue to retain a significant shareholding in the Company after the Issue, which will allow them to exercise influence over it. Any substantial change in its Promoters` shareholding, or change in their shareholding in the Company, may have an impact on the trading price of its Equity Shares of face value of Rs. 1 each which could have an adverse effect on its business, financial condition, results of operations and cash flows.

The company has assumed certain assets and liabilities pursuant to the Acquisition Transactions. Any liabilities beyond its estimates may materially and adversely impact the company business, financial condition, cash flows, results of operations and the trading price of its Equity Shares.

Negative customer reviews or unfavorable media coverage in relation to its hospitality assets and annuity assets could harm the company reputation or brand and thereby impact its ability to attract customers and tenants, which may have an adverse impact on the costs of its advertising and promotional activities in the future to attract more customers and tenants. These instances may have an adverse impact on its business, financial condition, cash flows and results of operations.

The company incur certain fixed costs and recurring costs in its operations and the company inability to effectively manage such costs may have an adverse effect on its business, results of operations and financial condition.

The company does not own the trademark "PANCHSHIL" and only have a license to use the same pursuant to a trademark licensing agreement with Premsagar Infra Realty Private Limited, one of its Promoters. Further, the company does not have any trademark protection for its corporate logo. The company inability to protect or use its intellectual property rights may adversely affect its business.

The company relies on its Promoter Group and Group Company A2Z Online Services Private Limited to provide it with asset management, property management and development management services in connection with its portfolio and have entered into related party transactions in this regard.

If the company is unsuccessful in implementing its strategies, particularly its growth strategy, the company`s business, financial condition, results of operations and cash flows may be adversely affected.

Certain of its hospitality assets are located on leased land. If the company is unable to comply with the terms of the lease agreements, renew such agreements or enter into new lease agreements on favorable terms, or at all, its business, results of operations and financial condition and cash flows may be adversely affected.

Its may not be able to successfully meet working capital or capital expenditure requirements due to the unavailability of funding on acceptable terms.

If the company is unable to maintain relationships with partners, shareholders, tenants and other stakeholders, its financial condition and results of operations may be adversely affected.

The hospitality and commercial real estate industries are intensely competitive and its inability to compete effectively may adversely affect the company business, financial condition, cash flows and results of operations.

There are outstanding legal proceedings involving the Company, its Directors, the company Promoters and its Subsidiaries. Failures to defend these proceedings successfully may have an adverse effect on its business prospects, financial condition, results of operations and reputation.

Non-compliance with, and changes in applicable laws including environmental, health and safety laws and regulations could adversely affect its business, financial condition and results of operations.

In the event the company fails to obtain, maintain or renew its statutory and regulatory licenses, permits and approvals required to operate the company business, or fails to manage operational risks inherent in its business, the company business, financial condition, cash flows and results of operations may be adversely affected.

There have been inaccuracies in certain of its regulatory filings and secretarial records. The company cannot assure you that, in future, its will not be subjected to any liability on account of such inaccuracies.

The company is subject to risks inherent in acquiring ownership interests in properties which are part of a larger development or which share or have common areas.

The title and development rights or other interests over land where its hospitality and annuity assets are located, may be subject to legal uncertainties and defects, which may interfere with its ownership of the company hospitality and annuity assets and result in it incurring costs to remedy and cure such defects.

The company does not own its Registered and Corporate Office. Its cannot assure you that the company will be able to continue with the uninterrupted use of this premise.

Any future development and construction projects or proposals to upgrade existing projects may be exposed to a number of risks and uncertainties which may adversely affect its business, financial condition, results of operations and cash flows.

There can be no assurance that the company will be able to successfully complete future acquisitions or efficiently manage the assets the company has acquired or may acquires in the future. Further, any of its acquisitions in the future may be subject to acquisition related risks.

Inadequate property management could reduce the attractiveness of its annuity assets and as a result, adversely affect the company business, financial condition, results of operations and cash flows.

Any variation in the utilization of the Net Proceeds would be subject to certain compliance requirements, including prior shareholders` approval.

Its funding requirements and the proposed deployment of Net Proceeds are not appraised by any independent agency, which may affect the company business and results of operations.

The company track certain operational metrics and non-GAAP measures for its operations. Certain operational metrics are subject to inherent challenges in measurement and any real or perceived inaccuracies in such metrics may adversely affect its business and reputation.

Statements in this Red Herring Prospectus such as "estimated number of keys" and "estimated completion" are based on management estimates and have not been independently appraised.

The company relies on independent contractors for construction and renovation of its properties and any failures on their part to perform their obligations could adversely affect its business, results of operations and cash flows.

The company relies on contract labor for carrying out certain of its operations and its may be held responsible for paying the wages of such workers, if the independent contractors through whom such workers are hired default on their obligations, and such obligations could have an adverse effect on its results of operations and financial condition.

Its operations are dependent on the company ability to attract and retain Key Managerial Personnel, including its senior management and any inability on its part to do so, could adversely affect the company`s business, results of operations and financial condition.

This Red Herring Prospectus contains information from third-party industry sources, being the Horwath HTL Report and the CBRE Report, which have been exclusively commissioned and paid for by the Company solely for the purposes of the Issue.

The company is required to comply with data privacy regulations and any non-compliance in the future may have an adverse impact on business, results of operations, cash flows and financial condition.

Risks associated with safety, security and crisis management could expose it to significant reputational damage and financial loss.

Security and IT risks, such as data breaches, and its increasing dependence on and the cost of such systems, may disrupt its business, result in losses or limit the company growth.

Certain agreements including ancillary agreements with its hotel operators and lease deeds with some of the company office and retail tenants are not adequately stamped or registered, and, consequently, its may be unable to successfully litigate over the said agreements in the future and penalties may be imposed on the company.

The company relies primarily on third-party policies to insure its operations-related risks. If the company insurance coverage is inadequate, it may have an adverse effect on its business, financial condition, and results of operations.

Its may be required to record significant charges to earnings in the future when the company review its properties for potential impairment.

If the company is classified as a passive foreign investment company for U.S. federal income tax purposes, U.S. investors in Equity Shares may be subject to adverse U.S. federal income tax consequences.

Its Promoters have diverse interests across the globe; any adverse impact on which could have a bearing on it and the performance of the company Equity Shares.

The company has contingent liabilities, and its financial condition could be adversely affected if any of these contingent liabilities materialise.