Samhi Hotels

Position its Hotels to Benefit from Favorable Demand Trends in the Sector and Enhance Operating Efficiencies.

Complete Development of Identified Opportunities that are Currently Under Development.

Integrate ACIC Portfolio to Improve Financial Performance.

Pursue Growth Opportunities via Programmatic Capital Deployment and Tactical M&A.

Ensure Disciplined Capital Allocation and Reduction of Debt.

Integrate ACIC Portfolio to Improve Financial Performance.

Pursue Growth Opportunities via Programmatic Capital Deployment and Tactical M&A.

Ensure Disciplined Capital Allocation and Reduction of Debt.

The company is not in compliance with certain covenants under certain of its financing agreements in the past, and in case of any breach of covenants in the future, such non-compliance, if not waived, could adversely affect its business, results of operations and financial condition.

The company indebtedness and the conditions and restrictions imposed by its financing arrangements may limit the company ability to grow its business.

The company has entered into hotel operator services agreements and other related agreements with Marriott, Hyatt and IHG (and their affiliates) to receive operating and marketing services for its hotels. The ACIC SPVs have entered into franchise agreements and brand license agreements with Marriott for the license of Marriott`s brand name. If these agreements are terminated or not renewed, its business, results of operations and financial condition may be adversely affected.

A significant portion of its revenues are derived from a few hotels and from hotels concentrated in a few geographical regions and any adverse developments affecting such hotels or regions could have an adverse effect on its business, results of operation and financial condition.

If the company is unable to realize the anticipated growth opportunities and synergies from the assets its acquire, including from the Proposed ACIC Acquisition (as defined below) or any other acquisition that its may undertake in the future, its business, financial condition, cash flows and results of operations may be adversely affected.

Certain of its hotels are located in buildings which have been leased to it by third parties. If the company is unable to comply with the terms of the lease agreements, renew its agreements or enter into new agreements, its business, results of operations and financial condition may be adversely affected.

The company operations are dependent on its ability to attract and retain qualified personnel, including the company senior management and any inability on its part to do so, could adversely affect its business, results of operations and financial condition.

The Company, its Directors, its Subsidiaries and the ACIC SPVs are involved in certain legal proceedings. An adverse outcome in any of these proceedings may adversely affect the profitability, reputation, business, results of operations and financial condition of the Company, its Subsidiaries and the ACIC SPVs.

The company business is subject to seasonal and cyclical variations that could result in fluctuations in its results of operations.

The company has pledged equity shares of certain of its Subsidiaries in favor of certain lenders and granted security interests over certain of its assets. The ACIC SPVs are also required to pledge their respective equity shares in favor of their lender. If events of default arise under the relevant share pledge agreements or financing agreements, such lenders could exercise their rights under the agreements, adversely affecting the business, results of operations, cash flows and prospects of the Company, its Subsidiaries and the ACIC SPVs.

The company has experienced restated losses and negative net worth in recent periods.

The audit and assurance reports of the Company contain certain qualifications and emphasis of matter paragraphs.

The Pro Forma Condensed Financial Information included in this Draft Red Herring Prospectus is presented for illustrative purposes only and is may not accurately reflect its future financial condition and results of operations.

A slowdown in economic growth in India could have an adverse effect on its business, results of operations and financial condition.

In the event its fail to obtain, maintain or renew the company statutory and regulatory licenses, permits and approvals required to operate its business, the company business and results of operations may be adversely affected.

The company relies on third parties for the quality of services at its hotels and the company hotels are managed under the brands of third-party operators. Any adverse impact on the reputation of its hotels, or the brands under which they operate, or a failure of quality control systems at its hotels could adversely affect its business, results of operations and financial condition.

Land title in India can be uncertain and its may not be able to identify or correct defects or irregularities in title to the land which the company own, lease or intend to acquire in connection with the development or acquisition of new hotels.

The COVID-19 pandemic, or any future pandemic or widespread public health emergency, could affect its business, financial condition, cash flows and results of operations.

The company is exposed to risks associated with the ownership and development of its hotels. Delays in the construction of new buildings or in the renovation of the company existing properties may have an adverse effect on its business, results of operations and financial condition.

The Company did not comply with certain provisions of the Companies Act, 2013 in the past, and its cannot assure you that a compounding application filed in this regard will be resolved in its favor. Additionally, DUET India Hotels (Pune) Private Limited has also filed a compounding application for procedural delays in complying with certain reporting requirements prescribed under FEMA and we cannot assure you that a compounding application filed in this regard will be resolved in its favor.

Any failure of the information technology systems used in its operations could adversely affect the company business and operations.

Statements in this Draft Red Herring Prospectus such as the number of months in which its hotels under development are expected to be commissioned` and the number of keys expected in such hotels` are based on management estimates and have not been independently appraised.

The hospitality industry is intensely competitive and its inability to compete effectively may adversely affect its business, results of operations and financial condition.

Certain of its Directors, Key Managerial Personnel and Senior Management have interests in it other than reimbursement of expenses incurred and normal remuneration or benefits.

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

A substantial portion of the Net Proceeds will be utilized for the repayment, prepayment and/or redemption of indebtedness availed of by the Company and its Subsidiaries.

Any failure on its part to manage operational risks inherent in the company business could adversely affect its business, results of operations and financial condition.

The company inability to effectively manage its expansion and execute the company growth strategy could have an adverse effect on its business, results of operations and financial condition.

The company is subject to extensive government regulation with respect to safety, health, environmental, real estate, excise and labor laws and certain reporting requirements prescribed by the Reserve Bank of India ("RBI"). Any non-compliance with, or changes in, regulations and reporting requirements applicable to it may adversely affect its business, results of operations and financial condition.

The company is exposed to a variety of risks associated with safety, security and crisis management.

The company is subject to a variety of risks relating to owning real estate assets.

A portion of its hotel bookings originate from travel agents and intermediaries. In the event such companies continue to gain market share compared to its direct booking channels, or if its competitors negotiate more favorable terms with such agents and intermediaries, its business and results of operations may be adversely affected.

Many of its financing agreements entail interest at variable rates and any increases in interest rates may adversely affect its results of operations.

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

The company may be unable to successfully grow its business in new markets in India, which may adversely affect its business prospects and results of operations.

Several expenses incurred in its operations are relatively fixed in nature, and the company inability to effectively manage such expenses may have an adverse effect on its business, results of operations and financial condition.

The company may require additional equity or debt financing in the future in order to continue to grow its business, which may not be available on favorable terms, or at all.

The company operations could be adversely affected by strikes, work stoppages or increased wage demands by its employees or any other kind of disputes with the company employees.

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.

While the Company will receive proceeds from the Fresh Issue, it will not receive any proceeds from the Offer for Sale portion.

The company insurance coverage may not be sufficient or may not adequately protect its against all material hazards, which may adversely affect its business, results of operations and financial condition.

Disruptions or lack of basic infrastructure such as electricity and water supply could adversely affect its operations.

The company has availed certain credit facilities that are repayable on demand.

The company has, in the last 12 months, issued Equity Shares at a price that could be lower than the Offer Price.

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

The company has in the past entered into related-party transactions and may continue to do so in the future. Its cannot assure you that the company could not have achieved more favorable terms had such transactions not been entered into with related parties.

This Draft Red Herring Prospectus contains information from third-party industry sources, including the JLL Report, which has been exclusively commissioned and paid for by the Company solely for the purposes of the Offer.

The company ability to pay dividends in the future will depends on its earnings, financial condition, working capital requirements, capital expenditures and restrictive covenants of its financing arrangements.

The company inability to protect or use its intellectual property rights may adversely affect its business.

The company track certain operating metrics with its internal systems and tools, which may result in inaccurate data or may be subject to changes in the future.

The company do not own the land on which its corporate office and registered office are situated.

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

Grants of stock options under its employee stock option plans may result in a charge to its profit and loss statement and, to that extent, reduce the company profitability.