Ventive Hospitality Ltd

VENTIVE (NSE)

Corporate Governance Policies

Corporate Governance Policies

Legal Disclaimer – Important

NOT FOR ACCESS IN OR BY, OR DISTRIBUTION OR TRANSMISSION IN, INTO OR TO, DIRECTLY OR INDIRECTLY, THE UNITED STATES OF AMERICA (INCLUDING ITS TERRITORIES AND POSSESSIONS), ANY STATE OF THE UNITED STATES AND THE DISTRICT OF COLUMBIA (THE “UNITED STATES”) OR ANY OTHER JURISDICTION WHERE IT IS UNLAWFUL TO DO SO.

THESE MATERIALS ARE NOT DIRECTED AT OR INTENDED TO BE ACCESSED BY PERSONS LOCATED OUTSIDE INDIA.

IMPORTANT: You must read and agree with the terms and conditions of the following disclaimer before continuing.

The following disclaimer applies to the prospectus of Ventive Hospitality Limited (the “Company”) dated December 24, 2024 (the “Prospectus”) filed with the Registrar of Companies, Maharashtra at Pune (“RoC”) and thereafter with the Securities and Exchange Board of India (“SEBI”), BSE Limited and National Stock Exchange of India Limited (collectively, the “Stock Exchanges”) hosted on this website in relation to the initial public offering of the equity shares of face value of ₹1 each (“Equity Shares”) of the Company (“Issue”) in consultation with JM Financial Limited, Axis Capital Limited, HSBC Securities and Capital Markets (India) Private Limited, ICICI Securities Limited, IIFL Capital Services Limited (Formerly known as IIFL Securities Limited), Kotak Mahindra Capital Company Limited and SBI Capital Markets Limited (collectively, the “Book Running Lead Managers”) or their respective affiliates, directors, officers, agents, representatives, advisers and employees (together, the “Affiliates”). The Company does not accept any responsibility for any contravention of applicable securities laws and regulations by individuals as a result of false information provided by such individuals.

THE PROSPECTUS IS BEING MADE AVAILABLE ON THIS WEBSITE IN ELECTRONIC FORM SOLELY TO COMPLY WITH THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, AS AMENDED (“SEBI ICDR REGULATIONS”). The Prospectus has been hosted on this website as prescribed under Regulation 26 of the SEBI ICDR Regulations. You are advised to read this disclaimer carefully before reading, accessing or making any other use of the Prospectus. In accessing the Prospectus, you agree to be bound by the following terms and conditions, including any modifications to them from time to time. The Prospectus is directed at, and is intended for distribution to, and use by, residents of India only. The information in this portion of our website, including the Prospectus, is not intended for, and may not be accessed in or by, or distributed or transmitted in, into or to, directly or indirectly, the United States of America (including its territories and possessions), any state of the United States and the District of Columbia (the “United States”) or any other jurisdiction where it is unlawful to do so. All persons residing outside of the United States who wish to access the Prospectus contained on the following page of this website should first ensure that they are not subject to local laws or regulations that prohibit or restrict their right to access this website or require registration or approval for any acquisition of securities by them. No part of the contents of the Prospectus shall be copied or duplicated in any form by any means or redistributed.

The Prospectus does not constitute an offer to sell, or the solicitation of an offer to purchase or acquire, any securities of the Company in the United States or in any other jurisdiction in which such offer or solicitation would be unlawful prior to registration or qualification under the securities laws of such jurisdiction.

The Equity Shares have not been and will not be registered under the United States Securities Act of 1933, as amended (the “U.S. Securities Act”) or any other applicable law of the United States and may not be offered or sold within the United States except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the U.S. Securities Act and applicable United States state securities laws. Accordingly, the Equity Shares are being offered and sold only (i) within India, to Indian institutional, non-institutional and retail investors in compliance with the SEBI ICDR Regulations, (ii) within the United States only to persons reasonably believed to be “qualified institutional buyers” (as defined in Rule 144A under the U.S. Securities Act (“Rule 144A”) and referred to in the Prospectus as “U.S. QIBs” and, for the avoidance of doubt, the term U.S. QIBs does not refer to a category of institutional investor defined under applicable Indian regulations and referred to in the Prospectus as QIBs) pursuant to Rule 144A or another available exemption from the registration requirements thereunder, and (iii) outside the United States to eligible investors in “offshore transactions” as defined in, and in reliance on, Regulation S (“Regulation S”) under the U.S. Securities Act and the applicable laws of the jurisdiction where those offers and sales occur. No public offering of the Equity Shares or other securities is being made in the United States.

The Prospectus or any information contained on our website or in the Prospectus does not constitute, and should not be construed as, “general solicitation” or “general advertising” as defined under Regulation D of the U.S. Securities Act, or “directed selling efforts” under Regulation S of the U.S. Securities Act.

The Book Running Lead Managers and their Affiliates do not accept any liability whatsoever, direct or indirect, that may arise from the use of the information contained on this website. The information in the Prospectus is as of the date thereof and neither the Company, the Book Running Lead Managers nor their respective affiliates, directors, officers, agents, representatives, advisers or employees are under any obligation to update or revise the Prospectus to reflect circumstances arising after the date thereof. You are reminded that documents transmitted in electronic form may be altered or changed during the process of transmission and consequently neither the Company, the Book Running Lead Managers nor any of their respective affiliates, directors, officers, agents, representatives, advisers or employees accepts any liability or responsibility whatsoever in respect of alterations or changes which have taken place during the course of transmission of the Prospectus in electronic format.

Any potential investor should note that investment in equity shares involves a high degree of risk and for details relating to such risks, see the section titled “Risk Factors” on page 44 of the Prospectus. Any decision on whether to invest in the equity shares must be made solely on the basis of the Prospectus. However, the Company and BRLMs cannot and do not guarantee the accuracy, timeliness or completeness of the information being made available to you in the Prospectus beyond the date of the Prospectus. Neither the Company, the BRLMs, nor any of their Affiliates will be liable or have any responsibility of any kind for any loss or damage that you incur in the event of any failure, disruption, shortcoming, defect or inaccuracy which may have inadvertently or otherwise crept into the website of this website, or resulting from the act or omission of any other party involved in producing or hosting this website or the data contained therein available to you, or from any other cause relating to your access to, inability to access or use of the website or these materials.

The information is current only as of its date and shall not, under any circumstances, create any implication that the information contained therein is correct as of any time subsequent to the date thereof or that there has been no change in the financial condition or affairs of the Company since such date. This document may be updated from time to time and there is no undertaking the Company or any of their affiliates to post any such amendments or supplements on this website.

Please note that application forms downloaded and used for subscription to the Issue in contravention of the above will be rejected with no recourse to the BRLMs or the Company or any of their respective affiliates.

If you are not permitted to view these materials on this website or are in any doubt as to whether you are permitted to view these materials, please exit this webpage.

Investors are advised not to rely on any other document, content or information provided on the Issue on the internet / online websites/ social media platforms / micro-blogging platforms and by the influencers since the same is not approved/ commissioned/ paid by the Company or its promoter(s)/directors/KMPs in any manner. Investors are advised to rely only on the information contained in the Prospectus and the price band advertisement for making investment decision.

You are accessing this website at your own risk, and it is your responsibility to take precautions to ensure that it is free from viruses. Neither the Company, the Book Running Lead Managers nor their respective affiliates, directors, officers, agents, representatives, advisers or employees will be liable or have any responsibility of any kind for any loss or damage that you incur in the event of any failure or disruption of this website, or resulting from the act or omission of any other party involved in making this website or the data contained therein available to you, or from any other cause relating to your access to, inability to access, or use of this website or the Prospectus.

Failure to comply with this disclaimer may result in a violation of the applicable laws of India and other jurisdictions. Any other information contained in, or that can be accessed via our website does not constitute a part of the Prospectus.

IF YOU ARE NOT PERMITTED TO VIEW THE MATERIALS ON THIS WEBSITE OR ARE IN ANY DOUBT AS TO WHETHER YOU ARE PERMITTED TO VIEW THESE MATERIALS, PLEASE EXIT THIS WEBPAGE.

To access this information, you must confirm, by pressing on the button marked “I Confirm”, that at the time of access, you are located in India. If you cannot make this confirmation, you must press the button marked “I Do Not Confirm”.

The documentation contained in these pages is posted solely to comply with Indian legal and regulatory requirements. Making the information contained herein available in electronic format does not constitute an offer to sell, the solicitation of an offer to buy, or a recommendation to buy or sell securities of the Company in the United States or in any other jurisdiction, including without limitation, India.