SAMHI Hotels IPO Basis of Allotment

SAMHI HOTELS LIMITED

Our Company was incorporated as 'SAMHI Hotels Private Limited"on December 28,2010, as a private limited company under the Companies Act. 1956. at New Delhi, with a certificate of incorporation granted by the Registrar of Companies, National Capital Territory of Delhi and Haryana. On the conversion of our Company to a public limited company pursuant to a resolution passed by our shareholders on August 2.2019. our name was changed to "SAMHI Hotels Lmled~and a fresh certificate of incorporation was issued by the Registrar of Companies. National Capital Territory of Delhi and Haryana on August 16.2019. For details of the change in the registered office of our Company, see ‘History and Certain Corporate Matters" beginning on page 225 of the prospectus dated September 18,2023 (‘Prospectus').

Our Company has Tiled the Prospectus dated September 18,2023 with the RoC, and the Equity Shares are proposed to be listed on the National Stock Exchange of India Limited ("NSE") and BSE Limited ("BSE") and trading is expected to commence on September 22,2023.

INITIAL PUBLIC OFFERING OF 108,738.095 EQUITY SHARES OF FACE VALUE OF 7 1 EACH ("EQUITY SHARES") OF SAMHI HOTELS LIMITED ("COMPANY'' OR THE "ISSUER") FOR CASH AT A PRICE OFRs. 126 PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF 7125 PER EQUITY SHARE) (THE "OFFER PRICE") AGGREGATING TO 7 13.701.00 MILLION (THE "OFFER") COMPRISING A FRESH ISSUE OF 95.238.095 EQUITY SHARES AGGREGATING TO Rs. 12.000 MILLION ("FRESH ISSUE") AND AN OFFER FOR SALE OF 13.500.000 EQUITY SHARES (THE "OFFERED SHARES") AGGREGATING TO 7 1.701.00 MILLION (THE "OFFER FOR SALE"). COMPRISING AN OFFER FOR SALE OF 8.428,510 EQUITY SHARES AGGREGATING TO Rs. 1.061.99 MILLION BY BLUE CHANDRA PTE. LTD.. 4,931.490 EQUITY SHARES AGGREGATING TO 7 621.37 MILLION BY GOLDMAN SACHS INVESTMENTS HOLDINGS (ASIA) LIMITED AND 140.000 EQUITY SHARES AGGREGATING TO 717.64 MILLION BY GTI CAPITAL ALPHA PVT LTD (COLLECTIVELY REFERRED TO AS THE "SELLING SHAREHOLDERS"). THE OFFER SHALL CONSTITUTE 49.87% OF THE POST-OFFER PAID UP EQUITY SHARE CAPITAL OF OUR COMPANY.

1. Losses in past and negative net worth; We have experienced restated losses and negative net worth in the last 3 Financial Years as set forth in the following table:

We cannot assure you that we will not incur losses or experience negative net worth in the future

2. Borrowings • As of June 30,2023, we had outstanding borrowings (comprising current and non-current borrowings, current portion of non-current borrowings as well as interest accrued on borrowings) of 728,124.86 million on a consolidated basis (excluding the indebtedness of the ACIC SPVs). Our debt equity ratio as of March 31,2023 was 3.45 times. Our indebtedness and the conditions and restrictions imposed by our financing arrangements may limit our ability to grow our business.

3. Emphasis of matter, audit qualifications and material uncertainty relating to going concern; The audit report for our audited consolidated financial statements as of and for the Financial Year 2021 includes references to a material uncertainty relating to going concern. The audit reports for our audited consolidated financial statements as of and for the Financial Years 2023 and 2022 include references to certain emphasis of matter paragraphs and qualifications, including on going concern.

4. Seasonal and Cvlical business - Our business is subject to seasonal and cyclical variations that could result in fluctuations in our results of operations. Our RevPAR for our total portfolio of hotels was 7 3,364 for the first half of the Financial Year 2023, as compared to '3,995 for the second half of the Financial Year 2023.

5. Operator Agreements • We have 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 our hotels. For the Financial Year 2023. our hotels managed by Marriot. Hyatt and IHG contributed 7 4.491.23 million or 60.81%, 7 1,354.77 million or 18.34% and 7 1,358.49 million or 18.39%, respectively, to our total revenue from operations. 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, our business, results of operations and financial condition may be adversely affocted.

6. Concentration Risk- In Fiscal 2023, Fiscal 2022 and Fiscal 202137.76%, 32.63% and 28.38% respectively of our revenue was derived from 3 largest Hyatt Regency Pune, Sheraton Hyderabad and Courtyard by Marriott Bengaluru ORR hotels. Any adverse developments affecting such hotels or regions could have an adverse effect on our business, results of operation and financial condition.

7. Acquisitions • 84.00% of the hotels in our portfolio were acquired, as of March 31,2023, such acquired hotels contributed 73.02% of our total income in FY23. Further, on August 10, 2023, we have acquired acquire 962 keys across six operating hotels and a parcel of land for the development of a hotel ("ACIC Acquisition"). If we are unable to realize the anticipated growth opportunities and synergies from the assets we acquire, or any other acquisition that we may undertake in the future, our business, financial condition, cash flows and results of operations may be adversely affected.

8. Fresh Issue Proceeds - Substantial portion of the Net Proceeds will be utilized for the repayment, prepayment and/or redemption of indebtedness availed of by our Company and our Subsidiaries and the proceeds will not be available for any capital expenditure or creation of tangible assets by our Company.

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

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

11. Pursuant to the completion of the transfer of Equity Shares by Blue Chandra Pte Ltd the weighted average cost of acquisition of all shares transacted in last one year, eighteen months and three years preceding the date of the Addedum:

* As certified by Nangia & Co. LLP, Chartered Accountants, by way of their certificate dated September 18,2023.

* * Not applicable as the Cap Price of Rs.126 per Equity Share is lower than the Weighted Average Cost of Acquisition for last one year, eighteen months and three years.

12. Average cost of acquisition of equity shares for the Selling Shareholders as on the date of the Addendum is as follows:

13. Pursuant to shareholders resolution dated August 2,2019 each Equity Share of our Company of face value of Rs. 10 each was split into 10 equity shares of 1 each. As certified by Nangia & Co. LLP Chartered Accountants by way of their certificate dated September 18,2023. The details of Price/Earnings, Earnings por share. Return on Networth and Net Assot Value per Sharo as on and for the period ended March 31.2023 aro as follows:-

14. * At upper end of price band. ^AP/E not computable as EPS is negative The details of Market capitalization to Total income. Market capitalization to Tangible assets and EV/EBITDA on the upper end/lower end of the price band are as below:

Source: All the financial information for the industry peors mentioned above is on a consolidated basis and is sourced from the annual reports as available of the respective company for the relevant year submitted to Stock Exchanges.

Note: For the purpose of calculation of market capitalization, the pre issue shareholding as per RHP has been adjusted for expected primary issuance to arrive at post issue shareholding.

15. The 2 BRLMs associated with the Offer have handled 55 public issues in the past three financial years, out of which 14 issues closed below the Offer Price on listing date:

'Issues handled where there were no common BRLMs

ANCHOR INVESTOR BIDDING DATE OPENED AND CLOSED ON WEDNESDAY, SEPTEMBER 13, 2023 BID/OFFER OPENED ON THURSDAY, SEPTEMBER 14. 20231 BID/ OFFER CLOSED ON MONDAY, SEPTEMBER 18, 2023

The Offer was made in terms of Rule 19(2)(b) of the Securities Contracts (Regulation) Rules. 1957, as amended, (the 'SCRR') read with Regulation 31 of the SEBIICDR Regulations, and the Offer constitutes 49.87% of the post-Offer paid-up equity share capital of our Company The Offer was made through the Book Building Process, m compliance with Regulation 6(2) of the SEBI ICDR Regulations, where at least 75% of the Offer was Allotted on a proportionate basis to Qualified Institutional Buyers ('QIBs') (the ‘QIB Portion'), provided that our Company. Blue Chandra Pte. Ltd. and Goldman Sachs Investments Holdings (Asia) Limited in consultation with the BRLMs, allocated up to 60% of the QIB Portion to Anchor Investors, on a discretionary basis (the "Anchor Investor Portion"). of which one-third was reserved for domestic Mutual Funds, subject to valid Bids being received from domestic Mutual Funds at or above the price at which Equity Shares are allocated to Anchor Investors Further, 5% of the QIB Portion (excluding the Anchor Investor Portion) was available for allocation on a proportionate basis to Mutual Funds only and the remainder of the QIB Portion shall be available for allocation on a proportionate basis to all QIBs (other than Anchor Investors), including Mutual Funds, subject to valid Bids being received at or above the Offer Price. If at least 75% of the Offer cannot be Allotted to QIBs. then the entire application money will be refunded forthwith. Further, not more than 15% of the Offer was available for allocation to Non-lnstitulional Investors ("NIIs"), of which (a) one-third portion shall be reserved for applicants with application size of more than Rs. 200.000 and up to Rs.1,000.000; and (b) two-thirds portion shall be reserved for applicants with application size of more than 1,000,000, provided that the unsubscribed portion in either of such sub-categories may be allocated to applicants in the other sub-category of Non-lnstitufional Investors, subject to valid Bids being received at or above the Offer Price, and not more than 10% of the Offer shall be available for allocation to Retail Individual Investors ( "RIIs"), in accordance with the SEBI ICDR Regulations, subject to vaM Bids being received at or above the Offer Price. All Bidders (other than Anchor Investors) shall mandatonly participate in this Offer through the Application Supported by Blocked Amount ('ASBA') process and shall provide details of their respective bank account (deluding UPI ID in case of UPl Bidders) in which the Bid Amount wfl be blocked by the SCSBs or under the UPI Mechanism, to participate in the Offer. Anchor Investors were not permitted to participate m the Anchor Investor Portion through the ASBA process. For details, specific attention is invited to' OfferProcedure'beginning on page 519 of the Prospectus.

The bedding for Anchor Investor opened and closed on Wednesday. September 13. 2023. The Company received 35 applications from 30 Anchor Investors for 53.297.720 Equity Shares. The Anchor Investor Offer Price was finalized at Rs.126 per Equity Share. A total of 48,932,143 Equity Shares were allocated under the Anchor Investor Portion aggregating to Rs. 6.165.450,018

The Offer received 85.454 applications for 38.64.03.710 Equity Shares resulting in 3.55 times subscription as disclosed in the Prospectus. The details of the applications received in the Offer from Retail Individual Bidders, Non-lnstitutionai Bidders. QIBs and Anchor are as under (before technical rejections):

Final Demand

A summary of the final demand as per BSE and NSE as on the Bid.'Offer Closing Dale at different Bid prices is as under

The Basis of Alotment was finalized in consultation with the Designated Stock Exchange, being BSE on September 20.2023.

A. Allotment to Retail Individual Bidders (After Technical Rejections) (including ASBA Applications)

The Basis of Allotment to the Retail Individual Bidders, who have bid at cut-off or at the Offer Price of Rs. 126 per Equity, was finalized in consultation with BSE. This category has been subscribed to the extent of 1.11429 times. The total number of Equity Shares Allotted in Retail Individual Bidders category is 10.873.809 Equity Shares to 77.733 successful applicants. The category-wise details of the Basis of Allotment are as under:

Please Note: 1 additional share has been allotted to the Category 238 in the ratio of 24:77

B. Allotment to Non-lnstitutional Bidders (more than Rs.2 lakhs and upto 10 lakhs) (After Technical Rejections) (including ASBAApplications)

The Basis of Allotment to the Non-lnstitutional Bidders (more than Rs.2 lakhs and upto Rs.10 lakhs), who have bod at the Offer Price of Rs. 126 per Equity Share or above, was finalized in consultation with BSE, This category has been subscribed to the extent of 1 00361 The total number of Equity Shares allotted m this category is 5.436.905 Equity Shares to 2,426 successful applicants. The category-wise details of the Basis of Allotment are as under:

Please Note: 1 additional Share shall be allotted to the Category 7854 in the ratio of 40:161

C. Allotment to Non-lnstitutional Bidders (more than 7 10 lakhs) (After Technical Rejections) (including ASBA Applications)

The Basis of Allotment to the Non-lnsMulional Bidders (more than Rs. 10 lakhs), who have bid at the Offer Pnce of Rs. 126 per Equity Share or above, was fnalized in consultation with BSE. This category has been subscribed to the extent of 1 38971 times The total number of Equity Shares allotted in this category is 10,873,809 Equity Shares to 897 successful applicants. The category-wise details of the Basis of Allotment are as under:

Please Note: 1 additional Share shall be allotted to the Category 7973 in the ratio of 21:81

D. Allotment to QIBs (After Technical Rejections)

Allotment to QIBs, who have bid at the Offer Price of Rs. 126 per Equity Share or above, has been done on a proportionate basis in consultation with 8SE. This category has been subscribed to the extent of 9.17297 times of Net QIB portion. As per the SEBI Regulations, Mutual Funds were allotted 5% of the Equity Shares of Net QIB portion available i.e. 1,631,071 Equity Shares and other QIBs and unsatisfied demand of Mutual Funds were allotted the remaining available Equity Shares i.e. 30,990,358 Equity Shares on a proportionate basis. The total number of Equity Shares allotted in the QIB category is 32,621,429 Equity Shares, which were alotled to 60 successful Appfcants.

E. AllotmenttoAnchorlnvestors(AftcrTechnical Rejections)

The Company, the Investor Selling Shareholders in consultation with the BRLMs. have allocated 4.89.32.143 Equity Shares to 30 Anchor Investors (through 35 Anchor Investor Application Forms) (indudng 5 domestic Mutual Funds through 10 schemes) at an Anchor Investor Offer Price at Rs.126 per Equity Share in accordance with SEBIICDR Regulations. This represents 60% of the QIB portion.

The Board of Directors of our Company at its meeting held on September 20,2023 has taken on record the basis of allotment of Equity Shares approved by the Designated Stock Exchange, being BSE and has allotted the Equity Shares to various successful applicants The Allotment Advice Cum Refund Intimation and.'or notices have been dispatched to the address of the investors as registered with the depositories. Further, instructions to the SCSBs have been issued for unblocking of funds and transfer to the Public Offer Account on September 20.2023 and the payments to non-syndicate brokers have been issued on September 21.2023. In case the same ts not received within ten days, investors may contact the Registrar to the Offer at the address given below. The Equity Shares aiotted to the successful allottees have been uploaded on September 21,2023 for credit into the respective beneficiary accounts subject to validation of the account details with the depositones concerned. The Company has filed the Listing application with NSE and BSE on September 21, 2023. The Company has received the listing and trading approval from NSE & BSE, and trading will commence on September 22,2023.

Note: All capitalized terms used and not defined herein shall have the respective meanings assigned to them in the Prospectus.

INVESTORS PLEASE NOTE

These details of the Allotment made shall be hosted on the website of Registrar to the Offer, KFin Technologies Limited at www.kfintech.com.

All future correspondence in this regard maykindlybeaddressedtothe Registrar to the Offer quoting full name of the First/ Sole applicant, Serial number of the 8<d cum Application form number, Bidders DP ID. Client ID, PAN, date of submission of Bid cum Application Form, address of the Bidder, number of Equity Shares bid for, name of the Member of the Syndicate, place where the bid was submitted and payment details at the address given below:

THE LEVEL OF SUBSCRIPTION SHOULD NOT BE TAKEN TO BE INDICATIVE OF EITHER THE MARKET PRICE OF THE EQUITY SHARES ON LISTING OR THE BUSINESS PROSPECTS OF SAMHI HOTELS LIMITED.

SAMHI HOTELS LIMITED has filed Prospectus dated September 18.2023 with SEBI (the* Prospectus') with the RoC. The Prospectus is made available on the website of the SEBI at www.sebi.gov.in as well as on the website of the BRLMsi.e.JM Financial Limited at www.jmfl.com and Kotak Mahindra Capital Company Limited at https://investmentbank.kotak.com. the website of the NSE at www.nseindia.com and the website of the BSE at www.bseindia.com. Any potential investor should note that investment in equity shares involves a high degree of risk and for details relating to such risks, please see the section titled "Risk Factors * beginning on page 32 of the Prospectus. Potential investors should not rely on the DRHP for making any investment decision.

The Equity Shares have not been and will not be registered under the United States Securities Act of 1933. as amended (the ^MU.S. Securities Act') or any other applicable law of the United States and. unless so registered, 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 state securities laws. Accordingly, the Equity Shares are being offered and sold only outside the United States in offshore transactions in compliance with Regulation S and the applicable laws of the jurisdictions where those offers and sales are made. There will be no offering of the Equity Shares in the United States.