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RED HERRING PROSPECTUS
Dated: July 18, 2025
Please read Section 32 of the Companies Act, 2013
100% Book Built Issue
(Please scan this QR code to view the Red Herring Prospectus)
BRIGADE HOTEL VENTURES LIMITED
CORPORATE IDENTITY NUMBER: U74999KA2016PLC095986
REGISTERED AND CONTACT EMAIL AND WEBSITE
CORPORATE OFFICE PERSON TELEPHONE
29th & 30th Floor, World Trade Center, Brigade Gateway Akanksha Bijawat Email: investors@bhvl.in https://bhvl.in
Campus, 26/1, Dr. Rajkumar Road, Malleswaram – Company Secretary Telephone: +91 80 4137
Rajajinagar, Bengaluru 560 055, Karnataka, India and Compliance 9200
Officer
THE PROMOTER OF OUR COMPANY: BRIGADE ENTERPRISES LIMITED
DETAILS OF THE ISSUE TO PUBLIC
TYPE FRESH ISSUE SIZE OF THE TOTAL ISSUE ELIGIBILITY AND SHARE RESERVATIONS
SIZE^ OFFER FOR SALE SIZE^ AMONG QIB, RIB AND NIB
Fresh Issue Up to [●] Equity Not applicable Up to [●] Equity Shares The Issue is being made pursuant to Regulation 6(2)
Shares of face value of face value ₹10 each of the Securities and Exchange Board of India (Issue
₹10 each aggregating aggregating up to ₹ of Capital and Disclosure Requirements)
up to ₹ 7,596.00 7,596.00 million^ Regulations, 2018, as amended (“SEBI ICDR
million^ Regulations”), as our Company did not fulfill
requirement under Regulation 6(1)(a) of the SEBI
ICDR Regulations, of maintaining not more than
50% of the net tangible assets in monetary assets. For
further details, see “Other Regulatory and Statutory
Disclosures – Eligibility for the Issue” on page 366.
For details in relation to the share reservation among
QIBs, RIBs and NIBs, Eligible Employees and BEL
Shareholders, see “Issue Structure” beginning on
page 382.
RISKS IN RELATION TO THE FIRST ISSUE
This being the first public issue of Equity Shares of our Company, there has been no formal market for the Equity Shares. The face value of
each Equity Share is ₹ 10 each. The Floor Price, Cap Price and Issue Price as determined by our Company, in consultation with the Book
Running Lead Managers (“BRLMs”), in accordance with the SEBI ICDR Regulations and on the basis of assessment of market demand for
the Equity Shares by way of the Book Building Process, as stated in “Basis for Issue Price” beginning on page 123 should not be considered
to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding active or
sustained trading in the Equity Shares nor regarding the price at which the Equity Shares will be traded after listing.
GENERAL RISK
Investments in equity and equity-related securities involve a degree of risk and Bidders should not invest any funds in the Issue unless they
can afford to take the risk of losing their entire investment. Bidders are advised to read the risk factors carefully before taking an investment
decision in the Issue. For taking an investment decision, Bidders must rely on their own examination of our Company and the Issue, including
the risks involved. The Equity Shares in the Issue have neither been recommended, nor approved by the Securities and Exchange Board of
India (“SEBI”), nor does SEBI guarantee the accuracy or adequacy of the contents of this Red Herring Prospectus. Specific attention of the
investors is invited to “Risk Factors” beginning on page 31.
COMPANY’S ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Red Herring Prospectus contains all
information with regard to our Company and the Issue, which is material in the context of the Issue, that the information contained in this
Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions
expressed herein are honestly held and that there are no other facts, the omission of which makes this Red Herring Prospectus as a whole or
any of such information or the expression of any such opinions or intentions misleading in any material respect.
LISTING
The Equity Shares that will be offered through this Red Herring Prospectus are proposed to be listed on the Stock Exchanges being BSE
Limited (“BSE”) and National Stock Exchange of India Limited (“NSE” together with BSE, the “Stock Exchanges”). For the purposes of
the Issue, NSE shall be the Designated Stock Exchange.
BOOK RUNNING LEAD MANAGERS
NAMES AND LOGOS OF THE BRLMS CONTACT PERSON EMAIL AND TELEPHONE
JM Financial Limited Prachee Dhuri E-mail: bhvl.ipo@jmfl.com
Tel: +91 22 6630 3030
ICICI Securities Limited Kishan Rastogi/ Nikita E-mail:
Chirania brigade.ipo@icicisecurities.com
Tel: +91 22 6807 7100
REGISTRAR TO THE ISSUENAME OF THE REGISTRAR CONTACT PERSON E-MAIL AND TELEPHONE
KFin Technologies Limited M. Murali Krishna Tel: +91 40 6716 2222/180 0309 4001
E-mail: einward.ris@kfintech.com
BID/ ISSUE PERIOD
ANCHOR INVESTOR BID/ISSUE PERIOD Wednesday, July 23, 2025 (1)
BID/ISSUE OPENS ON Thursday, July 24, 2025
BID/ISSUE CLOSES ON Monday, July 28, 2025*
(1) Our Company in consultation with the BRLMs, may consider participation by Anchor Investors in accordance with the SEBI ICDR Regulations. The
Anchor Investor Bid/ Issue Period shall be one Working Day prior to the Bid/ Issue Opening Date.
^ Our Company, in consultation with the Book Running Lead Managers, undertook a private placement of Equity Shares, as permitted under applicable
law, aggregating to ₹1,260.00 million (“Pre-IPO Placement”). The Pre-IPO Placement was at a price decided by our Company, in consultation with
the Book Running Lead Managers and was completed prior to filing of this Red Herring Prospectus with the RoC. The amount raised pursuant to the
Pre-IPO Placement was reduced from the Issue, subject to compliance with Rule 19(2)(b) of the SCRR and the revised Issue size aggregates up to ₹
7,596.00 million. The Pre-IPO Placement did not exceed 20% of the size of the Issue. Our Company has appropriately intimated the subscribers to the
Pre-IPO Placement, prior to the allotment pursuant to the Pre-IPO Placement, that there is no guarantee that our Company may proceed with the Issue
or the Issue may be successful and will result into listing of the Equity Shares on the Stock Exchanges. Further, relevant disclosures in relation to such
intimation to the subscribers to the Pre-IPO Placement have been appropriately made in the relevant sections of this Red Herring Prospectus and shall
be made in the relevant sections of the Prospectus.
* The UPI mandate end time and date shall be at 5:00 p.m. on Bid/Issue Closing Date.RED HERRING PROSPECTUS
Dated: July 18, 2025
Please read Section 32 of the Companies Act, 2013
(This Red Herring Prospectus will be updated upon filing with the RoC)
100% Book Built Issue
(Please scan this QR code to view the Red Herring Prospectus)
BRIGADE HOTEL VENTURES LIMITED
Our Company was incorporated as ‘Brigade Hotel Ventures Limited’ at Bengaluru, Karnataka as a public limited company under the Companies Act, 2013, and a certificate of incorporation was granted by the Deputy Registrar of
Companies, Central Registration Centre, on behalf of the jurisdictional Registrar of Companies on August 24, 2016. For further details, see “History and Certain Corporate Matters” beginning on page 222.
Registered and Corporate Office: 29th & 30th Floor, World Trade Center, Brigade Gateway Campus, 26/1, Dr. Rajkumar Road, Malleswaram-Rajajinagar, Bengaluru 560 055, Karnataka, India
Tel: +91 80 4137 9200; Website: https://bhvl.in; Contact person: Akanksha Bijawat, Company Secretary and Compliance Officer; E-mail: investors@bhvl.in
Corporate Identity Number: U74999KA2016PLC095986
THE PROMOTER OF OUR COMPANY: BRIGADE ENTERPRISES LIMITED
INITIAL PUBLIC OFFER OF UP TO [●] EQUITY SHARES OF FACE VALUE OF ₹10 EACH (“EQUITY SHARES”) OF BRIGADE HOTEL VENTURES LIMITED (“COMPANY” OR “ISSUE”) FOR CASH
AT A PRICE OF ₹[●] PER EQUITY SHARE (INCLUDING A SHARE PREMIUM OF ₹[●] PER EQUITY SHARE) (“ISSUE PRICE”) AGGREGATING UP TO ₹ 7,596.00 MILLION (THE “ISSUE”)
COMPRISING A FRESH ISSUE OF UP TO [●] EQUITY SHARES AGGREGATING UP TO ₹ 7,596.00 MILLION (THE “FRESH ISSUE”).
THIS ISSUE INCLUDES A RESERVATION OF UP TO [●] EQUITY SHARES OF FACE VALUE OF ₹10 EACH (CONSTITUTING [●]% OF THE POST ISSUE PAID UP EQUITY SHARE CAPITAL OF OUR
COMPANY) AGGREGATING UP TO ₹75.96 MILLION FOR SUBSCRIPTION BY ELIGIBLE EMPLOYEES (THE “EMPLOYEE RESERVATION PORTION”) AND A RESERVATION OF UP TO [●]
EQUITY SHARES OF FACE VALUE OF ₹10 EACH (CONSTITUTING [●]% OF THE POST ISSUE PAID UP EQUITY SHARE CAPITAL OF OUR COMPANY) AGGREGATING UP TO ₹303.84 MILLION,
FOR SUBSCRIPTION BY BEL SHAREHOLDERS (AS DEFINED HEREINAFTER) (THE “BEL SHAREHOLDERS RESERVATION PORTION”). OUR COMPANY, IN CONSULTATION WITH THE BRLMS,
MAY OFFER A DISCOUNT OF UP TO [●]% OF THE ISSUE PRICE TO ELIGIBLE EMPLOYEES BIDDING IN THE EMPLOYEE RESERVATION PORTION (“EMPLOYEE DISCOUNT”) IF ANY,
SUBJECT TO NECESSARY APPROVALS AS MAY BE REQUIRED. THE ISSUE LESS THE EMPLOYEE RESERVATION PORTION AND THE BEL SHAREHOLDERS RESERVATION PORTION IS
HEREINAFTER REFERRED TO AS THE “NET ISSUE”. THE ISSUE AND THE NET ISSUE WILL CONSTITUTE [●]% AND [●]% OF OUR POST-ISSUE PAID-UP EQUITY SHARE CAPITAL,
RESPECTIVELY.
A PRE-IPO PLACEMENT OF EQUITY SHARES WAS UNDERTAKEN BY OUR COMPANY, IN CONSULTATION WITH THE BOOK RUNNING LEAD MANAGERS, AS PERMITTED UNDER
APPLICABLE LAW, AGGREGATING TO ₹1,260.00 MILLION (“PRE-IPO PLACEMENT”). THE PRE-IPO PLACEMENT WAS AT A PRICE DECIDED BY OUR COMPANY, IN CONSULTATION WITH
THE BOOK RUNNING LEAD MANAGERS AND WAS COMPLETED PRIOR TO FILING OF THIS RED HERRING PROSPECTUS WITH THE ROC. THE AMOUNT RAISED PURSUANT TO THE PRE-
IPO PLACEMENT WAS REDUCED FROM THE ISSUE, SUBJECT TO COMPLIANCE WITH RULE 19(2)(B) OF THE SCRR AND THE REVISED ISSUE SIZE AGGREGATES UP TO ₹ 7,596.00.00 MILLION.
THE PRE-IPO PLACEMENT DID NOT EXCEED 20% OF THE SIZE OF THE ISSUE. OUR COMPANY HAS APPROPRIATELY INTIMATED THE SUBSCRIBERS TO THE PRE-IPO PLACEMENT, PRIOR
TO THE ALLOTMENT PURSUANT TO THE PRE-IPO PLACEMENT, THAT THERE IS NO GUARANTEE THAT OUR COMPANY MAY PROCEED WITH THE ISSUE OR THE ISSUE MAY BE
SUCCESSFUL AND WILL RESULT INTO LISTING OF THE EQUITY SHARES ON THE STOCK EXCHANGES. FURTHER, RELEVANT DISCLOSURES IN RELATION TO SUCH INTIMATION TO THE
SUBSCRIBERS TO THE PRE-IPO PLACEMENT HAVE BEEN APPROPRIATELY MADE IN THE RELEVANT SECTIONS OF THIS RED HERRING PROSPECTUS AND SHALL BE MADE IN THE
RELEVANT SECTIONS OF THE PROSPECTUS.
THE FACE VALUE OF EQUITY SHARES IS ₹10 EACH. THE ISSUE PRICE IS [●] TIMES THE FACE VALUE OF THE EQUITY SHARES. THE PRICE BAND AND THE MINIMUM BID LOT SHALL BE
DECIDED BY OUR COMPANY IN CONSULTATION WITH THE BRLMS AND WILL BE ADVERTISED IN ALL EDITIONS OF FINANCIAL EXPRESS, AN ENGLISH NATIONAL DAILY NEWSPAPER,
ALL EDITIONS OF JANSATTA, A HINDI NATIONAL DAILY NEWSPAPER AND THE BENGALURU EDITION OF VISHWAVANI, A KANNADA DAILY NEWSPAPER (KANNADA BEING THE
REGIONAL LANGUAGE OF KARNATAKA, WHERE OUR REGISTERED AND CORPORATE OFFICE IS LOCATED) EACH WITH WIDE CIRCULATION, AT LEAST TWO WORKING DAYS PRIOR
TO THE BID/ISSUE OPENING DATE AND SHALL BE MADE AVAILABLE TO BSE LIMITED (“BSE”) AND NATIONAL STOCK EXCHANGE OF INDIA LIMITED (“NSE”, AND TOGETHER WITH BSE,
THE “STOCK EXCHANGES”) FOR THE PURPOSE OF UPLOADING ON THEIR RESPECTIVE WEBSITES IN ACCORDANCE WITH THE SEBI ICDR REGULATIONS (AS DEFINED HEREINAFTER).
In case of any revision in the Price Band, the Bid/Issue Period will be extended by at least three additional Working Days after such revision in the Price Band, subject to the Bid/ Issue Period not exceeding 10 Working Days. In
cases of force majeure, banking strike or similar unforeseen circumstances, our Company in consultation with the BRLMs, may for reasons to be recorded in writing, extend the Bid/ Issue Period for a minimum of one Working
Day, subject to the Bid/ Issue Period not exceeding 10 Working Days. Any revision in the Price Band and the revised Bid/ Issue Period, if applicable, shall be widely disseminated by notification to the Stock Exchanges, by
issuing a public notice, and also by indicating the change on the respective websites of the BRLMs and at the terminals of the Syndicate Members and by intimation to Self-Certified Syndicate Banks (“SCSBs”), the Designated
Intermediaries and the Sponsor Banks, as applicable.
This Issue is being made in terms of Rule 19(2)(b) of the SCRR read with Regulation 31 of the SEBI ICDR Regulations. The Issue is being made through the Book Building Process and is in compliance with Regulation 6(2) of
the SEBI ICDR Regulations wherein in terms of Regulation 32(2) of the SEBI ICDR Regulations, not less than 75% of the Net Issue shall be available for allocation on a proportionate basis to Qualified Institutional Buyers
(“QIBs”, and such portion, the “QIB Portion”) provided that our Company in consultation with the BRLMs, may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis in accordance with the SEBI
ICDR Regulations (“Anchor Investor Portion”), of which at least one-third shall be available for allocation to Mutual Funds, subject to valid Bids being received from Mutual Funds at or above the Anchor Investor Allocation
Price. In the event of under-subscription or non-allocation in the Anchor Investor Portion, the balance Equity Shares shall be added to the Net QIB Portion. Further, 5% of the Net QIB Portion shall be available for allocation on
a proportionate basis only to Mutual Funds and the remainder of the Net QIB Portion shall be available for allocation on a proportionate basis to all QIB Bidders (other than Anchor Investors) including Mutual Funds, subject to
valid Bids being received at or above the Issue Price. However, if the aggregate demand from Mutual Funds is less than 5% of the Net QIB Portion, the balance Equity Shares available for allocation in the Mutual Fund Portion
will be added to the remaining Net QIB Portion for proportionate allocation to QIBs. Further, not more than 15% of the Net Issue shall be available for allocation to Non-Institutional Bidders out of which (a) one-third of such
portion shall be reserved for applicants with application size of more than ₹ 200,000 and up to ₹1,000,000; and (b) two-third of such 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-Institutional Bidders and not more than 10% of the Net Issue shall be available for allocation to Retail
Individual Bidders (“RIBs”) in accordance with the SEBI ICDR Regulations, subject to valid Bids being received from them at or above the Issue Price. Further, up to [●] Equity Shares, aggregating up to ₹75.96 million shall be
made available for allocation on a proportionate basis to Eligible Employees applying under the Employee Reservation Portion, subject to valid Bids received from them at or above the Issue Price. Furthermore, up to [●] Equity
Shares, aggregating up to ₹303.84 million shall be made available for allocation on a proportionate basis only to BEL Shareholders bidding in the BEL Shareholders Reservation Portion, subject to valid Bids being received at or
above the Issue Price. All potential Bidders (except Anchor Investors) are required to mandatorily utilise the Application Supported by Blocked Amount (“ASBA”) process by providing details of their respective bank accounts
(including UPI ID for UPI Bidders using UPI Mechanism) (as defined hereinafter) in which the Bid amount will be blocked by the SCSBs or the Sponsor Banks, as applicable, to participate in the Issue. Anchor Investors are not
permitted to participate in the Anchor Investor Portion of the Issue through the ASBA process. For details, see “Issue Procedure” beginning on page 386.
RISKS IN RELATION TO THE FIRST ISSUE
This being the first public issue of Equity Shares of our Company, there has been no formal market for the Equity Shares. The face value of the Equity Shares is ₹10 each. The Floor Price, Cap Price and Issue Price as determined
by our Company in consultation with the BRLMs, in accordance with the SEBI ICDR Regulations, and on the basis of assessment of market demand for the Equity Shares by way of the Book Building Process, as stated in “Basis
for Issue Price” beginning on page 123 should not be considered to be indicative of the market price of the Equity Shares after the Equity Shares are listed. No assurance can be given regarding active or sustained trading in the
Equity Shares nor regarding the price at which the Equity Shares will be traded after listing.
GENERAL RISK
Investments in equity and equity-related securities involve a degree of risk and Bidders should not invest any funds in the Issue unless they can afford to take the risk of losing their entire investment. Bidders are advised to read
the risk factors carefully before taking an investment decision in the Issue. For taking an investment decision, Bidders must rely on their own examination of our Company and the Issue, including the risks involved. The Equity
Shares in the Issue have neither been recommended, nor approved by SEBI, nor does SEBI guarantee the accuracy or adequacy of the contents of this Red Herring Prospectus. Specific attention of the Bidders is invited to “Risk
Factors” beginning on page 31.
COMPANY’S ABSOLUTE RESPONSIBILITY
Our Company, having made all reasonable inquiries, accepts responsibility for and confirms that this Red Herring Prospectus contains all information with regard to our Company and the Issue, which is material in the context
of the Issue, that the information contained in this Red Herring Prospectus is true and correct in all material aspects and is not misleading in any material respect, that the opinions and intentions expressed herein are honestly held
and that there are no other facts, the omission of which makes this Red Herring Prospectus as a whole or any of such information or the expression of any such opinions or intentions misleading in any material respect.
LISTING
The Equity Shares that will be offered through this Red Herring Prospectus are proposed to be listed on the Stock Exchanges. Our Company has received ‘in-principle’ approvals from BSE and NSE for the listing of the Equity
Shares pursuant to their letters each dated December 30, 2024, respectively. For the purposes of the Issue, the Designated Stock Exchange shall be NSE. A signed copy of this Red Herring Prospectus and the Prospectus shall be
filed with the RoC in accordance with Sections 26(4) and 32 of the Companies Act, 2013. For details of the material contracts and documents available for inspection from the date of this Red Herring Prospectus up to the Bid/
Issue Closing Date, see “Material Contracts and Documents for Inspection” beginning on page 424.
BOOK RUNNING LEAD MANAGERS REGISTRAR TO THE ISSUE
JM Financial Limited ICICI Securities Limited KFin Technologies Limited
7th Floor, Cnergy ICICI Venture House Selenium Tower B, Plot 31-32
Appasaheb Marathe Marg Appasaheb Marathe Marg Gachibowli, Financial District, Nanakramguda
Prabhadevi, Mumbai 400 025 Prabhadevi, Mumbai 400 025 Hyderabad 500 032
Maharashtra, India Maharashtra, India Telangana, India
Tel: +91 22 6630 3030 Tel: +91 22 6807 7100 Tel.: +91 40 6716 2222/180 0309 4001
E-mail: bvhl.ipo@jmfl.com E-mail: brigade.ipo@icicisecurities.com E-mail: bhvl.ipo@kfintech.com
Investor Grievance E-mail: grievance.ibd@jmfl.com Investor Grievance E-mail: customercare@icicisecurities.com Website: www.kfintech.com
Website: www.jmfl.com Website: www.icicisecurities.com Investor Grievance E-mail: einward.ris@kfintech.com
Contact Person: Prachee Dhuri Contact Person: Kishan Rastogi/ Nikita Chirania Contact person: M. Murali Krishna
SEBI Registration No.: INM000010361 SEBI Registration No.: INM000011179 SEBI registration number: INR000000221
BID/ ISSUE PERIOD
BID/ ISSUE OPENS ON Thursday, July 24, 2025 (1)
BID/ ISSUE CLOSES ON Monday, July 28, 2025*
(1) Our Company in consultation with the BRLMs, may consider participation by Anchor Investors in accordance with the SEBI ICDR Regulations. The Anchor Investor Bid/ Issue Period shall be one Working Day prior to the Bid/ Issue Opening Date.
* The UPI mandate end time and date shall be at 5:00 p.m. on Bid/ Issue Closing Date.TABLE OF CONTENTS
SECTION I: GENERAL ........................................................................................................................................................... 2
DEFINITIONS AND ABBREVIATIONS .............................................................................................................................. 2
CERTAIN CONVENTIONS, PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA AND
CURRENCY OF PRESENTATION ..................................................................................................................................... 15
FORWARD-LOOKING STATEMENTS ............................................................................................................................. 18
SUMMARY OF THE ISSUE DOCUMENT ........................................................................................................................ 20
SECTION II: RISK FACTORS ............................................................................................................................................. 31
SECTION III: INTRODUCTION .......................................................................................................................................... 81
THE ISSUE ........................................................................................................................................................................... 81
SUMMARY OF FINANCIAL INFORMATION ................................................................................................................. 83
GENERAL INFORMATION ................................................................................................................................................ 87
CAPITAL STRUCTURE ...................................................................................................................................................... 94
OBJECTS OF THE ISSUE .................................................................................................................................................. 105
BASIS FOR ISSUE PRICE ................................................................................................................................................. 123
STATEMENT OF SPECIAL TAX BENEFITS .................................................................................................................. 135
SECTION IV: ABOUT OUR COMPANY .......................................................................................................................... 148
INDUSTRY OVERVIEW ................................................................................................................................................... 148
OUR BUSINESS ................................................................................................................................................................. 188
KEY REGULATIONS AND POLICIES ............................................................................................................................ 216
HISTORY AND CERTAIN CORPORATE MATTERS .................................................................................................... 222
OUR MANAGEMENT ....................................................................................................................................................... 232
OUR PROMOTER AND PROMOTER GROUP................................................................................................................ 248
DIVIDEND POLICY .......................................................................................................................................................... 253
SECTION V: FINANCIAL INFORMATION .................................................................................................................... 254
RESTATED CONSOLIDATED SUMMARY STATEMENTS ......................................................................................... 254
OTHER FINANCIAL INFORMATION ............................................................................................................................. 319
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
............................................................................................................................................................................................. 322
CAPITALISATION STATEMENT .................................................................................................................................... 346
FINANCIAL INDEBTEDNESS ......................................................................................................................................... 347
SECTION VI: LEGAL AND OTHER INFORMATION .................................................................................................. 351
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS ......................................................................... 351
GOVERNMENT AND OTHER APPROVALS ................................................................................................................. 359
SECTION VII: OUR GROUP COMPANIES ..................................................................................................................... 362
SECTION VIII: OTHER REGULATORY AND STATUTORY DISCLOSURES ........................................................ 366
SECTION IX: ISSUE INFORMATION .............................................................................................................................. 377
TERMS OF THE ISSUE ..................................................................................................................................................... 377
ISSUE STRUCTURE .......................................................................................................................................................... 382
ISSUE PROCEDURE.......................................................................................................................................................... 386
RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES ................................................................... 404
SECTION X: DESCRIPTION OF EQUITY SHARES AND TERMS OF THE ARTICLES OF ASSOCIATION .... 405
SECTION XI: OTHER INFORMATION ........................................................................................................................... 424
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION ............................................................................ 424
DECLARATION ................................................................................................................................................................... 427
iSECTION I: GENERAL
DEFINITIONS AND ABBREVIATIONS
This Red Herring Prospectus uses certain definitions and abbreviations which, unless the context otherwise indicates or implies,
or unless otherwise specified, shall have the meaning as provided below. References to any legislations, acts, regulations, rules,
guidelines, circulars, notifications, clarifications, directions, or policies shall be to such legislations, acts, regulations, rules,
guidelines, circulars, notifications, clarifications, directions, or policies as amended, updated, supplemented, re-enacted or
modified, from time to time, and any reference to a statutory provision shall include any subordinate legislation made, from
time to time, under such provision.
The words and expressions used in this Red Herring Prospectus, but not defined herein shall have the meaning ascribed to such
terms under the SEBI ICDR Regulations, the SEBI Act, the SEBI Listing Regulations, the Companies Act, the SCRA, the SCRR,
the Depositories Act and the rules and regulations notified thereunder, as applicable. Further, the Issue related terms used but
not defined in this Red Herring Prospectus shall have the meaning ascribed to such terms under the General Information
Document (as defined hereinafter). In case of any inconsistency between the definitions used in this Red Herring Prospectus
and the definitions included in the General Information Document, the definitions used in this Red Herring Prospectus shall
prevail.
Notwithstanding the foregoing, the terms not defined herein but used in “Basis for Issue Price”, “Statement of Special Tax
Benefits”, “Industry Overview”, “Key Regulations and Policies”, “History and Certain Corporate Matters”, “Restated
Consolidated Summary Statements”, “Financial Indebtedness”, “Outstanding Litigation and Material Developments”, “Other
Regulatory and Statutory Disclosures”, “Issue Procedure” and “Description of Equity Shares and Terms of Articles of
Association” beginning on pages 123, 135, 148, 216, 222, 254, 347, 351, 366, 386 and 405, respectively, shall have the
meanings ascribed to such terms in the relevant sections.
General terms
Term Description
“our Company” or “the Company” Brigade Hotel Ventures Limited, a public limited company incorporated under the Companies Act,
2013 with its Registered Office at 29th & 30th Floor, World Trade Center, Brigade Gateway Campus,
26/1, Dr. Rajkumar Road, Malleswaram-Rajajinagar, Bengaluru 560 055, Karnataka, India
“we”, “us” or “our” Unless the context otherwise indicates or implies, refers to our Company, together with our Subsidiary,
on a consolidated basis
Company related terms
Term Description
Accor AAPC India Hotel Management Private Limited
“Articles of Association” or Articles of association of our Company, as amended from time to time
“AoA” or “Articles”
Audit Committee The audit committee of our Board, constituted in accordance with the applicable provisions of the
Companies Act, 2013 and the SEBI Listing Regulations and as described in “Our Management –
Committees of our Board – Audit Committee” on page 238
“Board” or “Board of Directors” The board of directors of our Company or a duly constituted committee thereof where applicable or
implied by context
“Chief Financial Officer” or Chief financial officer of our Company, namely, Ananda Natarajan, as described in “Our Management”
“CFO” on page 232
Committee(s) Duly constituted committee(s) of our Board
Company Secretary and Company Secretary and Compliance Officer of our Company, namely, Akanksha Bijawat, as described
Compliance Officer in “Our Management” on page 232
Director(s) Directors on our Board
Equity Shares Equity shares of face value of ₹10 each of our Company
Group Company/Group The group companies of our Company in accordance with the SEBI ICDR Regulations, namely, BCV
Companies Developers Private Limited, Brigade Flexible Office Spaces Private Limited, Brigade (Gujarat) Projects
Private Limited, Brigade Hospitality Services Limited, Brigade Properties Private Limited, Mysore
Holdings Private Limited, Perungudi Real Estates Private Limited, SRP Gears Private Limited,
Subramanian Engineering Limited and WTC Trades & Projects Private Limited, as described in “Our
Group Companies” beginning on page 362
Hyatt Hyatt India Consultancy Private Limited
IHG InterContinental Hotels Group (India) Private Limited
Independent Chartered Manian & Rao, Chartered Accountants
Accountant
Independent Architect Zecorate Private Limited
Independent Director(s) The independent director(s) of our Company, appointed as per the Companies Act, 2013 and the SEBI
Listing Regulations, as described in “Our Management” beginning on page 232
“Key Managerial Personnel” or Key managerial personnel of our Company in accordance with Regulation 2(1)(bb) of the SEBI ICDR
“KMP” Regulations and Section 2(51) of the Companies Act, as described in “Our Management - Key
Managerial Personnel” on page 245
2Term Description
Managing Director Managing director of our Company, namely, Nirupa Shankar
Marriott Marriott India Private Limited, and remaining affiliates
“Material Subsidiary” or SRP Prosperita Hotel Ventures Limited
“Subsidiary” or “SPHVL”
“Memorandum of Association” or The memorandum of association of our Company, as amended from time to time
“MoA”
Nomination and Remuneration The nomination and remuneration committee of our Board, constituted in accordance with the
Committee applicable provisions of the Companies Act, 2013 and the SEBI Listing Regulations and as described
in “Our Management – Committees of the Board - Nomination and Remuneration Committee” on page
240
Non-Executive and Non- Non-executive directors (other than the Independent Directors) on our Board, as described in “Our
Independent Director(s) Management” beginning on page 232
“OCRPS” or “Preference Shares” Optionally convertible redeemable preference shares of face value of ₹100 each, allotted to Brigade
Enterprises Limited as consideration pursuant to the transfer of their hotel business undertaking to our
Company under the Scheme of Arrangement
“Promoter” or “BEL” The Promoter of our Company, namely, Brigade Enterprises Limited
Promoter Group Entities constituting the promoter group of our Company in terms of Regulation 2(1)(pp) of the SEBI
ICDR Regulations, as disclosed in “Our Promoter and Promoter Group” beginning on page 248
Registered and Corporate Office 29th & 30th Floor, World Trade Center, Brigade Gateway Campus, 26/1, Dr. Rajkumar Road,
Malleswaram-Rajajinagar, Bengaluru 560 055, Karnataka, India
“Registrar of Companies” or The Registrar of Companies, Karnataka at Bengaluru
“RoC”
Restated Consolidated Summary The Restated Consolidated Summary Statements of our Company comprising of the restated
Statements consolidated summary statements of assets and liabilities as at March 31, 2025, March 31, 2024 and
March 31, 2023, restated consolidated summary statement of profits and losses (including other
comprehensive income), restated consolidated summary statement of cash flows and restated
consolidated summary statement of changes in equity for each of the years ended March 31, 2025,
March 31, 2024 and March 31, 2023, summary statement of material accounting policies and other
explanatory information.
The Restated Consolidated Summary Statements have been prepared by the Company in accordance
with the requirements of (a) Section 26 of Part I of Chapter III of the Companies Act, 2013; (b) the
Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,
2018, as amended; (c) the Guidance Note on Reports in Company Prospectuses (Revised 2019) issued
by the Institute of Chartered Accountants of India; and (d) E-mail dated May 20, 2024 received from
Book Running Lead Managers, which confirms that the Company should prepare financial statements
in accordance with Indian Accounting Standards (Ind AS) and that these financial statements are
required for all the three years, including stub period, if applicable, based on email dated October 28,
2021 from Securities and Exchange Board of India to Association of Investment Bankers of India
(“SEBI Letter”).
The Restated Consolidated Summary Statements have been compiled by the management of the
Company from (a) Audited consolidated financial statements of the Company as at and for the years
ended March 31, 2025 and March 31, 2024 which were prepared in accordance with the Indian
Accounting Standards (referred to as “Ind AS”) as prescribed under Section 133 of the Companies Act,
2013 read with Companies (Indian Accounting Standards) Rules 2015, as amended and other
accounting principles generally accepted in India, along with the presentation requirements of Division
II of Schedule III to the Companies Act, 2013 (Ind-AS compliant Schedule III), as applicable; and (b)
Audited special purpose consolidated financial statements of the Company as at and for the year ended
March 31, 2023 which was prepared by the Company after taking into the consideration the
requirements of the SEBI Letter which confirms that the Company should prepare these financial
statements in accordance with Ind AS.
Risk Management Committee The risk management committee of our Board constituted in accordance with the applicable provisions
of the Companies Act, 2013 and the SEBI Listing Regulations and as described in “Our Management
– Committees of the Board – Risk Management Committee” on page 241
Scheme of Arrangement Scheme of arrangement entered into between our Company, Brigade Enterprises Limited, Brigade
Hospitality Services Limited and Augusta Club Private Limited, as approved by the National Company
Law Tribunal, Bengaluru on March 13, 2018
“Senior Management Personnel” Senior Management Personnel of our Company in accordance with Regulation 2(1)(bbbb) of the SEBI
or “SMP” ICDR Regulations, as described in “Our Management – Senior Management Personnel” on page 245
Shareholder(s) The shareholder(s) of our Company from time to time
Stakeholders’ Relationship The stakeholders’ relationship committee of our Board, constituted in accordance with the applicable
Committee provisions of the Companies Act, 2013 and the SEBI Listing Regulations and as described in “Our
Management – Committees of the Board - Stakeholders’ Relationship Committee” on page 241
“Statutory Auditors” or The current independent statutory auditors of our Company, namely, S.R. Batliboi & Associates LLP,
“Auditors” Chartered Accountants
3Issue Related Terms
Term Description
Abridged Prospectus The memorandum containing such salient features of a prospectus as may be specified by SEBI in this
regard
Acknowledgement Slip The slip or document issued by the relevant Designated Intermediary(ies) to a Bidder as proof of
registration of the Bid cum Application Form
“Allot” or “Allotment” or Unless the context otherwise requires, allotment of the Equity Shares pursuant to the Fresh Issue to the
“Allotted” successful Bidders
Allotment Advice A note or advice or intimation of Allotment sent to the successful Bidders who have been or are to be
Allotted the Equity Shares after the Basis of Allotment has been approved by the Designated Stock
Exchange
Allottee A successful Bidder to whom the Equity Shares are Allotted
Anchor Investor(s) A Qualified Institutional Buyer, applying under the Anchor Investor Portion in accordance with the
requirements specified in the SEBI ICDR Regulations and this Red Herring Prospectus who has Bid for
an amount of at least ₹100,000,000
Anchor Investor Allocation Price Price at which Equity Shares will be allocated to the Anchor Investors in terms of this Red Herring
Prospectus and the Prospectus, which will be decided by our Company in consultation with the BRLMs
Anchor Investor Application Application form used by an Anchor Investor to make a Bid in the Anchor Investor Portion and which
Form will be considered as an application for Allotment in terms of the requirements specified under the SEBI
ICDR Regulations and this Red Herring Prospectus and the Prospectus
Anchor Investor Bid/ Issue Period One Working Day prior to the Bid/ Issue Opening Date, being Wednesday, July 23, 2025 on which Bids
by Anchor Investors shall be submitted, prior to and after which the BRLMs will not accept any Bids
from Anchor Investors, and allocation to Anchor Investors shall be completed
Anchor Investor Issue Price Final price at which the Equity Shares will be Allotted to Anchor Investors in terms of this Red Herring
Prospectus and the Prospectus, which price will be equal to or higher than the Issue Price but not higher
than the Cap Price.
The Anchor Investor Issue Price will be decided by our Company in consultation with the BRLMs
Anchor Investor Pay-in Date With respect to Anchor Investor(s), the Anchor Investor Bid/ Issue Period, and in the event the Anchor
Investor Allocation Price is lower than the Anchor Investor Issue Price, not later than two Working Days
after the Bid/ Issue Closing Date
Anchor Investor Portion Up to 60% of the QIB Portion which may be allocated by our Company in consultation with the BRLMs,
to Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations.
One-third of the Anchor Investor Portion shall be reserved for Mutual Funds, subject to valid Bids being
received from Mutual Funds at or above the Anchor Investor Allocation Price, in accordance with the
SEBI ICDR Regulations
“Application Supported by Application, whether physical or electronic, used by ASBA Bidders to make a Bid and to authorise an
Blocked Amount” or “ASBA” SCSB to block the Bid Amount in the relevant ASBA Account and will include applications made by
UPI Bidders where the Bid Amount will be blocked by the SCSB upon acceptance of the UPI Mandate
Request by UPI Bidders
ASBA Account Bank account maintained with an SCSB by an ASBA Bidder, as specified in the ASBA Form submitted
by ASBA Bidders for blocking the Bid Amount mentioned in the relevant ASBA Form and includes the
account of an UPI Bidders which is blocked upon acceptance of a UPI Mandate Request in relation to a
Bid made by the UPI Bidders
ASBA Bid A Bid made by an ASBA Bidder
ASBA Bidders All Bidders except Anchor Investors
ASBA Form Application form, whether physical or electronic, used by ASBA Bidders to submit Bids, which will be
considered as the application for Allotment in terms of this Red Herring Prospectus and the Prospectus
Bankers to the Issue Collectively, Escrow Collection Bank(s), Public Issue Account Bank(s), Sponsor Bank(s) and Refund
Bank(s), as the case may be
Basis of Allotment Basis on which Equity Shares will be Allotted to successful Bidders under the Issue and which is
described in “Issue Procedure” beginning on page 386
BEL Shareholders Individuals and HUFs who are the public equity shareholders of BEL, our Promoter, excluding such
persons not eligible to invest in the Issue under applicable laws, rules, regulations and guidelines and
any depository receipt holders of BEL, as on the date of the filing of this Red Herring Prospectus with
the RoC.
The maximum Bid Amount under the BEL Shareholders Reservation Portion by a BEL Shareholder
shall not exceed the ₹200,000.
BEL Shareholders Reservation Reservation of up to [●] Equity Shares, available for allocation to BEL Shareholders, on a proportionate
Portion basis
Bid(s) Indication to make an offer during the Bid/ Issue Period by an ASBA Bidder pursuant to submission of
the ASBA Form, or during the Anchor Investor Bid/ Issue Period by an Anchor Investor, pursuant to
submission of the Anchor Investor Application Form, to subscribe to or purchase the Equity Shares at a
price within the Price Band, including all revisions and modifications thereto in accordance with the
SEBI ICDR Regulations and in terms of this Red Herring Prospectus and the relevant Bid cum
Application Form. The term “Bidding” shall be construed accordingly.
Bid Amount In relation to each Bid, the highest value of Bids indicated in the Bid cum Application Form and, in the
case of RIBs Bidding at the Cut off Price, the Cap Price multiplied by the number of Equity Shares Bid
for by such Retail Individual Bidder and mentioned in the Bid cum Application Form and payable by
4Term Description
the Bidder or blocked in the ASBA Account of the Bidder, as the case may be, upon submission of the
Bid
Eligible Employees applying in the Employee Reservation Portion can apply at the Cut-Off Price (net
of Employee Discount, if any) and the Bid Amount shall be the Cap Price (net of Employee Discount,
if any) multiplied by the number of Equity Shares Bid for such Eligible Employee and mentioned in the
Bid cum Application Form.
The maximum Bid Amount under the Employee Reservation Portion by an Eligible Employee shall not
exceed ₹500,000 (net of Employee Discount, if any). However, the initial Allotment to an Eligible
Employee in the Employee Reservation Portion shall not exceed ₹200,000 (net of Employee Discount,
if any) in value. Only in the event of undersubscription in the Employee Reservation Portion, the
unsubscribed portion will be available for allocation and Allotment, proportionately to all Eligible
Employees who have Bid in excess of ₹200,000 (net of Employee Discount, if any), subject to the
maximum value of Allotment made to such Eligible Employee not exceeding ₹500,000 (net of Employee
Discount, if any).
BEL Shareholders applying in the BEL Shareholders Reservation Portion (subject to the Bid Amount
being up to ₹200,000) can apply at the Cut-off Price and the Bid Amount shall be the Cap Price,
multiplied by the number of Equity Shares Bid for by such Eligible Shareholder and mentioned in the
Bid cum Application Form.
Bid cum Application Form The Anchor Investor Application Form or the ASBA Form, as the context requires
Bid Lot [●] Equity Shares and in multiples of [●] Equity Shares thereafter
Bid/ Issue Closing Date Except in relation to any Bids received from the Anchor Investors, the date after which the Designated
Intermediaries will not accept any Bids, being Monday, July 28, 2025, which shall be notified in all
editions of Financial Express, an English national daily newspaper, all editions of Jansatta, a Hindi
national daily newspaper and the Bengaluru edition of Vishwavani, a Kannada daily newspaper
(Kannada being the regional language of Karnataka, where our Registered and Corporate Office is
located), each with wide circulation.
In case of any revision, the extended Bid/ Issue Closing Date shall also be widely disseminated by
notification to the Stock Exchanges by issuing a public notice, and also by notifying on the websites of
the BRLMs and at the terminals of the Syndicate Members and communicating to the Designated
Intermediaries and the Sponsor Banks, which shall also be notified in an advertisement in the same
newspapers in which the Bid/Issue Opening Date was published, as required under the SEBI ICDR
Regulations.
Bid/ Issue Opening Date Except in relation to any Bids received from the Anchor Investors, the date on which the Designated
Intermediaries shall start accepting Bids, being Thursday, July 24, 2025, which shall be notified in all
editions of Financial Express, an English national daily newspaper, all editions of Jansatta, a Hindi
national daily newspaper and the Bengaluru edition of Vishwavani, a Kannada daily newspaper
(Kannada being the regional language of Karnataka, where our Registered Office and Corporate Office
is located), each with wide circulation
Bid/ Issue Period Except in relation to Anchor Investors, the period between the Bid/ Issue Opening Date and the Bid/
Issue Closing Date, inclusive of both days, during which prospective Bidders (except Anchor Investors)
can submit their Bids, including any revisions thereof, in accordance with the SEBI ICDR Regulations
and the terms of this Red Herring Prospectus. Provided however, that the Bidding shall be kept open for
a minimum of three Working Days for all categories of Bidders, other than Anchor Investors.
“Bidder” or “Applicant” Any prospective investor who makes a Bid pursuant to the terms of this Red Herring Prospectus and the
Bid cum Application Form and unless otherwise stated or implied, which includes an ASBA Bidder and
an Anchor Investor
Bidding Centres Centres at which the Designated Intermediaries shall accept the Bid cum Application Forms, i.e.,
Designated Branches for SCSBs, Specified Locations for the Syndicate, Broker Centres for Registered
Brokers, Designated RTA Locations for RTAs and Designated CDP Locations for CDPs
Book Building Process Book building process, as provided in Part A of Schedule XIII of the SEBI ICDR Regulations, in terms
of which the Issue is being made
“Book Running Lead Managers” Book running lead managers to the Issue, namely, JM Financial Limited and ICICI Securities Limited
or “BRLMs”
Broker Centres Centres notified by the Stock Exchanges where ASBA Bidders can submit the ASBA Forms to a
Registered Broker.
The details of such Broker Centres, along with the names and contact details of the Registered Brokers
are available on the respective websites of the Stock Exchanges (www.bseindia.com and
www.nseindia.com) as updated from time to time
“CAN” or “Confirmation of Notice or intimation of allocation of the Equity Shares sent to Anchor Investors, who have been allocated
Allocation Note” the Equity Shares, on or after the Anchor Investor Bid/ Issue Period
Cap Price Higher end of the Price Band, i.e. ₹[●] per Equity Share, subject to any revisions thereto, above which
the Issue Price and the Anchor Investor Issue Price will not be finalised and above which no Bids will
be accepted. The Cap Price shall be at least 105% of the Floor Price and less than or equal to 120% of
the Floor Price
Cash Escrow and Sponsor Bank The cash escrow and sponsor banks agreement dated July 11, 2025 entered into amongst our Company,
Agreement the BRLMs, the Bankers to the Issue, the Syndicate Member(s) and Registrar to the Issue for, inter alia,
collection of the Bid Amounts from Anchor Investors, transfer of funds to the Public Issue Account and
5Term Description
where applicable, refund of the amounts collected from the Anchor Investors, on the terms and
conditions thereof, in accordance with the UPI Circulars
Client ID Client identification number maintained with one of the Depositories in relation to dematerialised
account
“Collecting Depository A depository participant as defined under the Depositories Act, 1996 registered with SEBI and who is
Participant” or “CDP” eligible to procure Bids at the Designated CDP Locations in terms of the SEBI RTA Master Circular
2025, and the UPI Circulars issued by SEBI and the Stock Exchanges as per the list available on the
websites of the Stock Exchanges, as updated from time to time
Cut-off Price Issue Price, finalised by our Company in consultation with the BRLMs, which shall be any price within
the Price Band.
Only RIBs Bidding in the Retail Portion and Eligible Employees Bidding in the Employee Reservation
Portion and BEL Shareholders Bidding in the BEL Shareholders Reservation Portion (subject to the Bid
Amount being up to ₹200,000) are entitled to Bid at the Cut-off Price (net of the Employee Discount, if
any). QIBs (including Anchor Investors), Non-Institutional Bidders and BEL Shareholders Bidding of
more than ₹200,000 in the BEL Shareholders Reservation Portion are not entitled to Bid at the Cut-off
Price
Demographic Details The demographic details of the Bidders including the Bidders’ address, name of the Bidders’
father/husband, investor status, occupation, bank account details, PAN and UPI ID, wherever applicable
Designated Branches Such branches of the SCSBs which shall collect the ASBA Forms from relevant Bidders, a list of which
is available on the website of SEBI at
https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes or at such other website as
may be prescribed by SEBI from time to time
Designated CDP Locations Such locations of the CDPs where relevant ASBA Bidders can submit the ASBA Forms
The details of such Designated CDP Locations, along with names and contact details of the CDPs
eligible to accept ASBA Forms are available on the respective websites of the Stock Exchanges
(www.bseindia.com and www.nseindia.com), as updated from time to time
Designated Date The date on which the Escrow Collection Bank(s) transfer funds from the Escrow Account to the Public
Issue Account or the Refund Account, as the case may be, and/or the instructions are issued to the SCSBs
(in case of UPI Bidders, instruction issued through the Sponsor Banks) for the transfer of amounts
blocked by the SCSBs in the ASBA Accounts to the Public Issue Account or the Refund Account, as
the case may be, in terms of this Red Herring Prospectus and the Prospectus after finalization of the
Basis of Allotment in consultation with the Designated Stock Exchange, following which Equity Shares
w ill be Allotted in the Issue
Designated Intermediary(ies) Collectively, the members of the Syndicate, sub-syndicate or agents, SCSBs (other than in relation to
RIBs using the UPI Mechanism), Registered Brokers, CDPs and RTAs, who are authorised to collect
Bid cum Application Forms from the relevant Bidders, in relation to the Issue.
In relation to ASBA Forms submitted by RIBs Bidding in the Retail Portion, Eligible Employees
Bidding in the Employee Reservation Portion and HNIs bidding with an application size of up to
₹500,000 (not using the UPI Mechanism) by authorising an SCSB to block the Bid Amount in the ASBA
Account, Designated Intermediaries shall mean SCSBs.
In relation to ASBA Forms submitted by UPI Bidders where the Bid Amount will be blocked upon
acceptance of UPI Mandate Request by such UPI Bidders, Designated Intermediaries shall mean
Syndicate, sub-syndicate/agents, Registered Brokers, CDPs, SCSBs and RTAs.
In relation to ASBA Forms submitted by QIBs (excluding Anchor Investors) and Non-Institutional
Bidders (not using the UPI mechanism), Designated Intermediaries shall mean Syndicate, sub-
Syndicate/ agents, SCSBs, Registered Brokers, the CDPs and RTAs
Designated RTA Locations Such locations of the RTAs where Bidders can submit the ASBA Forms to RTAs.
The details of such Designated RTA Locations, along with names and contact details of the RTAs
eligible to accept ASBA Forms are available on the respective websites of the Stock Exchanges
(www.bseindia.com and www.nseindia.com)
Designated Stock Exchange NSE
“Draft Red Herring Prospectus” The draft red herring prospectus dated October 30, 2024 issued in accordance with the SEBI ICDR
or “DRHP” Regulations, which does not contain complete particulars of the price at which the Equity Shares will be
Allotted and the size of the Issue, including any addenda or corrigenda thereto
Eligible Employee(s) All or any of the following: (a) a permanent employee of our Company or our Promoter or our
Subsidiary, working in India or outside India, (excluding such employees who are not eligible to invest
in the Issue under applicable laws) as of the date of filing of this Red Herring Prospectus with the RoC
and who continues to be a permanent employee of our Company or our Promoter, until the submission
of the Bid cum Application Form; and (b) a Director of our Company, whether whole time or not, who
is eligible to apply under the Employee Reservation Portion under applicable law as on the date of filing
of this Red Herring Prospectus with the RoC and who continues to be a Director of our Company, until
the submission of the Bid cum Application Form, but not including (i) persons belonging to the Promoter
Group; and (ii) Directors who either themselves or through their relatives or through any body corporate,
directly or indirectly, hold more than 10% of the outstanding Equity Shares of our Company.
The maximum Bid Amount under the Employee Reservation Portion by an Eligible Employee shall not
exceed ₹500,000 (net of Employee Discount, if any). However, the initial Allotment to an Eligible
Employee in the Employee Reservation Portion shall not exceed ₹200,000 (net of Employee Discount,
6Term Description
if any) in value. Only in the event of undersubscription in the Employee Reservation Portion, the
unsubscribed portion will be available for allocation and Allotment, proportionately to all Eligible
Employees who have Bid in excess of ₹200,000 (net of the Employee Discount, if any), subject to the
maximum value of Allotment made to such Eligible Employee not exceeding ₹500,000 (net of the
Employee Discount, if any)
Eligible FPI(s) FPI(s) that are eligible to participate in the Issue in terms of the applicable law and from such
jurisdictions outside India where it is not unlawful to make an Issue/invitation under the Issue and in
relation to whom the Bid cum Application Form and this Red Herring Prospectus constitutes an
invitation to subscribe to the Equity Shares offered thereby
Eligible NRI(s) NRI(s) eligible to invest under Schedule 3 and Schedule 4 of the FEMA Rules, from jurisdictions outside
India where it is not unlawful to make an Issue or invitation under the Issue and in relation to whom the
Bid cum Application Form and this Red Herring Prospectus will constitute an invitation to subscribe to
o r to purchase the Equity Shares
Employee Discount Our Company may, in consultation with the BRLMs, offer a discount of up to [●]% to the Issue Price
(equivalent of ₹[●] per Equity Share) to Eligible Employee(s) Bidding in the Employee Reservation
Portion, subject to necessary approvals as may be required, and which shall be announced at least two
Working Days prior to the Bid / Issue Opening Date
Employee Reservation Portion The portion of the Issue being up to [●] Equity Shares of face value ₹10 each available for allocation to
Eligible Employees, on a proportionate basis. Such portion shall not exceed 5% of the post-Issue Equity
Share capital of our Company
Escrow Account(s) The ‘no-lien’ and ‘non-interest bearing’ account(s) opened with the Escrow Collection Bank(s) and in
whose favour the Bidders (excluding ASBA Bidders) will transfer money through NACH/direct
c redit/NEFT/RTGS in respect of the Bid Amount when submitting a Bid
Escrow Collection Bank(s) The bank(s) which are clearing members and registered with SEBI as a banker to an Issue under the
SEBI BTI Regulations and with whom the Escrow Account(s) will be opened, in this case being ICICI
B ank Limited
“First Bidder” or “Sole Bidder” Bidder whose name shall be mentioned in the Bid cum Application Form or the Revision Form and in
case of joint Bids, whose name shall also appear as the first holder of the beneficiary account held in
joint names
Fresh Issue Fresh issue of up to [●] Equity Shares of face value ₹10 for cash at a price of ₹ [●] each (including a
share premium of ₹ [●] per Equity Shares), aggregating up to ₹ 7,596.00 million.^
^Our Company, in consultation with the Book Running Lead Managers, undertook the Pre-IPO
Placement, as permitted under applicable law, aggregating to ₹1,260.00 million. The Pre-IPO Placement
was at a price decided by our Company, in consultation with the Book Running Lead Managers and was
completed prior to the filing of this Red Herring Prospectus. The amount raised pursuant to the Pre-IPO
Placement was reduced from the Issue, subject to compliance with Rule 19(2)(b) of the SCRR and the
revised Issue size aggregates up to ₹ 7,596.00 million. The Pre-IPO Placement did not exceed 20% of
the size of the Issue. Our Company has appropriately intimated the subscribers to the Pre-IPO Placement,
prior to the allotment pursuant to the Pre-IPO Placement, that there is no guarantee that our Company
may proceed with the Issue or the Issue may be successful and will result into listing of the Equity Shares
on the Stock Exchanges. Further, relevant disclosures in relation to such intimation to the subscribers to
the Pre-IPO Placement have been appropriately made in the relevant sections of this Red Herring
Prospectus and shall be made in the relevant sections of the Prospectus.
Floor Price The lower end of the Price Band, i.e., ₹ [●] per Equity Share, subject to any revision(s) thereto, not being
less than the face value of the Equity Shares, at or above which the Issue Price and the Anchor Investor
Issue Price will be finalised and below which no Bids will be accepted
“General Information Document” The General Information Document for investing in public issues, prepared and issued in accordance
or “GID” with the SEBI circular (SEBI/HO/CFD/DIL1/CIR/P/2020/37) dated March 17, 2020. The General
Information Document shall be available on the website of the Stock Exchanges, and the Book Running
Lead Managers
Gross Proceeds The Issue proceeds from the Issue. For details in relation to use of the Net Proceeds and the Issue
expenses, see “Objects of the Issue” beginning on page 105
Horwath HTL Crowe Horwath HTL Consultants Private Limited
Horwath HTL Report The report titled “Industry Report – India Hotel Sector” dated July 6, 2025 prepared by Crowe Horwath
HTL Consultants Private Limited, which has been commissioned by and paid for by our Company
pursuant to an engagement letter dated March 7, 2024 (accepted by our Company on March 13, 2024),
the revised engagement letter dated December 19, 2024 read with the addendum to the engagement letter
dated May 2, 2025 entered into with Horwath HTL, exclusively for the purposes of the Issue.
The Horwath HTL Report will be available on the website of our Company at
https://bhvl.in/investors/industry-report/ from the date of this Red Herring Prospectus until the Bid/Issue
Closing Date
JMFL JM Financial Limited
ICICI Securities ICICI Securities Limited
Issue The initial public offer of [●] Equity Shares of face value ₹ 10 each for cash at a price of ₹ [●] each
(including a share premium of ₹ [●] per Equity Shares), aggregating up to ₹ 7,596.00 million.^ The Issue
comprises the Net Issue, the Employee Reservation Portion and the BEL Shareholders Reservation
Portion
7Term Description
^Our Company, in consultation with the Book Running Lead Managers, undertook the Pre-IPO
Placement, as permitted under applicable law, aggregating to ₹1,260.00 million. The Pre-IPO Placement
was at a price decided by our Company, in consultation with the Book Running Lead Managers and was
completed prior to the filing of this Red Herring Prospectus. The amount raised pursuant to the Pre-IPO
Placement was reduced from the Issue, subject to compliance with Rule 19(2)(b) of the SCRR and the
revised Issue size aggregates up to ₹ 7,596.00 million. The Pre-IPO Placement did not exceed 20% of
the size of the Issue. Our Company has appropriately intimated the subscribers to the Pre-IPO Placement,
prior to the allotment pursuant to the Pre-IPO Placement, that there is no guarantee that our Company
may proceed with the Issue or the Issue may be successful and will result into listing of the Equity Shares
on the Stock Exchanges. Further, relevant disclosures in relation to such intimation to the subscribers to
the Pre-IPO Placement have been appropriately made in the relevant sections of this Red Herring
Prospectus and shall be made in the relevant sections of the Prospectus.
Issue Agreement The Issue agreement dated October 30, 2024 entered into by and amongst our Company, and the
BRLMs, as required under the SEBI ICDR Regulations pursuant to which certain arrangements have
been agreed upon in relation to the Issue
Issue Price The final price at which Equity Shares will be Allotted to successful ASBA Bidders (except for the
Anchor Investors) in terms of this Red Herring Prospectus and the Prospectus. Equity Shares will be
Allotted to Anchor Investors at the Anchor Investor Issue Price which will be decided by our Company
in consultation with the BRLMs in terms of this Red Herring Prospectus and the Prospectus.
The Issue Price will be decided by our Company in consultation with the BRLMs on the Pricing Date
in accordance with the Book Building Process and this Red Herring Prospectus
A discount of up to [●]% of the Issue Price (equivalent of ₹ [●] per Equity Share) may be offered to
Eligible Employees Bidding in the Employee Reservation Portion. The Employee Discount will be
decided by our Company, in consultation with the BRLMs
Issue Proceeds The proceeds of the Fresh Issue which shall be available to our Company. For further information about
use of the Issue Proceeds, see “Objects of the Issue” beginning on page 105
Materiality Policy The policy adopted by our Board in its meeting held on October 19, 2024, read with resolution dated
July 7, 2025 for identification of Group Companies, determination of threshold for material outstanding
litigation and outstanding dues to material creditors, in accordance with the SEBI ICDR Regulations for
disclosures in this Red Herring Prospectus and the Prospectus
Monitoring Agency CARE Ratings Limited, being a credit rating agency registered with SEBI
Monitoring Agency Agreement The agreement dated July 14, 2025 entered into between and amongst our Company and the Monitoring
Agency
Mutual Fund Portion Up to 5% of the Net QIB Portion or [●] Equity Shares of face value ₹10 each which shall be available
for allocation only to Mutual Funds on a proportionate basis, subject to valid Bids being received at or
above the Issue Price
Net Issue The Issue less the Employee Reservation Portion and the BEL Shareholders Reservation Portion
Net Proceeds The proceeds of the Fresh Issue less the Issue related expenses. For further details regarding the use of
the Net Proceeds and the Issue expenses, see “Objects of the Issue” beginning on page 105
Net QIB Portion The portion of the QIB Portion less the number of Equity Shares Allotted to the Anchor Investors
“Non-Institutional Bidders” or All Bidders, including FPIs other than individuals, corporate bodies and family offices, registered with
“NIBs” SEBI, that are not QIBs (including Anchor Investors) or RIBs and who have Bid for Equity Shares for
an amount of more than ₹200,000 (but not including NRIs other than Eligible NRIs)
Non-Institutional Portion The portion of the Issue being not more than 15% of the Net Issue comprising [●] Equity Shares of face
value ₹10 each which shall be available for allocation to Non-Institutional Bidders in accordance with
the SEBI ICDR Regulations, subject to valid Bids being received at or above the Issue Price, in the
following manner:
(a) One-third of the portion available to Non-Institutional Bidders shall be reserved for applicants with
application size of more than ₹200,000 and up to ₹1,000,000; and
(b) Two-third of the portion available to Non-Institutional Bidders shall be reserved for applicants with
an application size of more than ₹1,000,000.
Provided that the unsubscribed portion in either of the sub-categories specified in clauses (a) or (b), may
be allocated to applicants in the other sub-category of Non-Institutional Bidders
Pre-IPO Placement A private placement of Equity Shares as permitted under applicable laws, undertaken by our Company,
in consultation with the BRLMs, for an amount aggregating to ₹1,260.00 million.
The Pre-IPO Placement was at a price decided by our Company, in consultation with the Book Running
Lead Managers and was completed prior to the filing of this Red Herring Prospectus with the RoC. The
amount raised pursuant to the Pre-IPO Placement was reduced from the Issue, subject to compliance
with Rule 19(2)(b) of the SCRR and the revised Issue size aggregates up to ₹ 7,596.00 million. The Pre-
IPO Placement did not exceed 20% of the size of the Issue. Our Company has appropriately intimated
the subscribers to the Pre-IPO Placement, prior to the allotment pursuant to the Pre-IPO Placement, that
there is no guarantee that our Company may proceed with the Issue or the Issue may be successful and
will result into listing of the Equity Shares on the Stock Exchanges. Further, relevant disclosures in
relation to such intimation to the subscribers to the Pre-IPO Placement have been appropriately made in
the relevant sections of this Red Herring Prospectus and shall be made in the relevant sections of the
Prospectus.
Price Band Price band of a minimum price of ₹[●] per Equity Share of face value ₹10 each (i.e., the Floor Price)
and the maximum price of ₹[●] per Equity Share (i.e., the Cap Price) including any revisions thereof.
8Term Description
The Price Band and the minimum Bid Lot for the Issue will be decided by our Company in consultation
with the BRLMs, and will be advertised, at least two Working Days prior to the Bid/ Issue Opening
Date, in all editions of Financial Express, an English national daily newspaper, all editions of Jansatta,
a Hindi national daily newspaper and the Bengaluru edition of Vishwavani, a Kannada daily newspaper
(Kannada being the regional language of Karnataka, where our Registered Office and Corporate Office
is located), each with wide circulation and will be made available to the Stock Exchanges for the purpose
of uploading on their respective websites
Pricing Date The date on which, our Company in consultation with the BRLMs will finalise the Issue Price
Prospectus Prospectus to be filed with the RoC on or after the Pricing Date in accordance with Section 26 of the
Companies Act, 2013, and the SEBI ICDR Regulations containing, inter alia, the Issue Price that is
determined at the end of the Book Building Process, the size of the Issue and certain other information,
including any addenda or corrigenda thereto
Public Issue Account The ‘no-lien’ and ‘non-interest bearing’ account opened with the Public Issue Account Bank, under
Section 40(3) of the Companies Act, 2013 to receive monies from the Escrow Account and ASBA
Accounts maintained with the SCSBs on the Designated Date
Public Issue Account Bank(s) The bank(s) which is a clearing member and which is registered with SEBI as a banker to an issue and
with which the Public Issue Account for collection of Bid Amounts from Escrow Accounts and ASBA
Accounts will be opened, in this case being Kotak Mahindra Bank Limited
“Qualified Institutional Buyers” Qualified institutional buyers as defined under Regulation 2(1)(ss) of the SEBI ICDR Regulations
or “QIBs” or “QIB Bidders”
QIB Portion The portion of the Issue (including the Anchor Investor Portion) being not less than 75% of the Net Issue
consisting of [●] Equity Shares of face value ₹10 each which shall be available for allocation on a
proportionate basis to QIBs (including Anchor Investors in which allocation shall be on a discretionary
basis, as determined by our Company in consultation with the BRLMs, up to a limit of 60% of the QIB
Portion), subject to valid Bids being received at or above the Issue Price or Anchor Investor Issue Price
“Red Herring Prospectus” or This Red herring prospectus dated July 18, 2025 issued in accordance with Section 32 of the Companies
“RHP” Act, 2013 and the provisions of the SEBI ICDR Regulations, which will not have complete particulars
of the Issue Price and the size of the Issue, including any addenda or corrigenda thereto. This Red
Herring Prospectus will be filed with the RoC at least three Working Days before the Bid/Issue Opening
Date and will become the Prospectus upon filing with the RoC on or after the Pricing Date
Refund Account(s) The ‘no-lien’ and ‘non-interest bearing’ account opened with the Refund Bank(s), from which refunds,
if any, of the whole or part of the Bid Amount to the Bidders shall be made
Refund Bank(s) Banker(s) to the Issue and with whom the Refund Account will be opened, in this case being ICICI Bank
Limited
Registered Brokers The stock brokers registered under the Securities and Exchange Board of India (Stock Brokers)
Regulations, 1992, as amended with the Stock Exchanges having nationwide terminals, other than the
BRLMs and the Syndicate Members and eligible to procure Bids in terms of Circular No. CIR/ CFD/
14/ 2012 dated October 4, 2012 issued by SEBI
Registrar Agreement The registrar agreement dated October 23, 2024, entered into amongst our Company and the Registrar
to the Issue in relation to the responsibilities and obligations of the Registrar to the Issue pertaining to
the Issue
“Registrar and Share Transfer Registrar and share transfer agents registered with SEBI and eligible to procure Bids at the Designated
Agents” or “RTAs” RTA Locations, in terms of the SEBI RTA Master Circular 2025, as per the list available on the websites
of the Stock Exchanges, and the UPI Circulars
“Registrar to the Issue” or Kfin Technologies Limited
“Registrar”
“Retail Individual Bidder(s)” or Individual Bidders, who have Bid for the Equity Shares for an amount not more than ₹200,000 in any
“RIB(s)” of the bidding options in the Issue (including HUFs applying through their Karta and Eligible NRIs)
Retail Portion Portion of the Issue being not more than 10% of the Net Issue consisting of [●] Equity Shares of face
value ₹ 10 each which shall be available for allocation to Retail Individual Bidders (subject to valid Bids
being received at or above the Issue Price)
Revision Form Form used by the Bidders to modify the quantity of the Equity Shares or the Bid Amount in any of their
Bid cum Application Form(s) or any previous Revision Form(s), as applicable.
QIB Bidders and Non-Institutional Bidders and BEL Shareholders Bidding under the BEL Shareholders
Reservation Portion for a Bid Amount of more than ₹200,000 are not allowed to withdraw or lower their
Bids (in terms of quantity of Equity Shares or the Bid Amount) at any stage. Retail Individual Bidders
and Eligible Employees Bidding in the Employee Reservation Portion can revise their Bids during the
Bid/ Issue Period and withdraw their Bids until Bid/Issue Closing Date
“Self-Certified Syndicate The banks registered with SEBI, which Issue the facility of ASBA services, (i) in relation to ASBA,
Bank(s)” or “SCSB(s)” where the Bid Amount will be blocked by authorising an SCSB, a list of which is available on the website
of SEBI at www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34 and
updated from time to time and at such other websites as may be prescribed by SEBI from time to time,
(ii) in relation to UPI Bidders using the UPI Mechanism, a list of which is available on the website of
SEBI at https://sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40 or such
other website as may be prescribed by SEBI and updated from time to time.
Applications through UPI in the Issue can be made only through the SCSBs mobile applications (apps)
whose name appears on the SEBI website. A list of SCSBs and mobile application, which, are live for
applying in public Issues using UPI mechanism is available on to the website of SEBI at
9Term Description
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=43. The said list shall
be updated on the SEBI website
Specified Locations Bidding Centres where the Syndicate shall accept ASBA Forms from Bidders a list of which is available
on the website of SEBI (www.sebi.gov.in) and updated from time to time
Sponsor Banks ICICI Bank Limited and Kotak Mahindra Bank Limited, being the Bankers to the Issue registered with
SEBI, appointed by our Company to act as a conduit between the Stock Exchanges and NPCI in order
to push the mandate collect requests and/or payment instructions of the UPI Bidders and carry out other
responsibilities, in terms of the UPI Circulars
Sub Syndicate The sub syndicate members, if any, appointed by the BRLMs and the Syndicate Members, to collect
ASBA Forms and Revision Forms
“Syndicate” or “Members of the Together, the BRLMs and the Syndicate Members
Syndicate”
Syndicate Agreement The syndicate agreement dated July 11, 2025 entered into amongst our Company, the BRLMs, the
Syndicate Members and the Registrar, in relation to collection of Bids by the Syndicate
Syndicate Member(s) Intermediaries (other than BRLMs) registered with SEBI who are permitted to carry out activities in
relation to collection of Bids and as underwriters, namely, JM Financial Services Limited
Underwriters [●]
Underwriting Agreement The underwriting agreement to be entered into amongst our Company and the Underwriters on or after
the Pricing Date, but prior to filing of the Prospectus with the RoC
UPI Unified payments interface, which is an instant payment mechanism, developed by NPCI
UPI Bidders Collectively, individual investors applying as (i) Retail Individual Bidders Bidding in the Retail Portion,
and (ii) Non-Institutional Bidders with an application size of up to ₹500,000, Bidding in the Non-
Institutional Portion, and Bidding under the UPI Mechanism through ASBA Form(s) submitted with
Syndicate Members, Registered Brokers, Collecting Depository Participants and Registrar and Share
Transfer Agents.
Pursuant to the SEBI ICDR Master Circular issued by SEBI, all individual investors applying in public
issues where the application amount is up to ₹500,000 shall use UPI Mechanism and shall provide their
UPI ID in the bid-cum-application form submitted with: (i) a syndicate member, (ii) a stock broker
registered with a recognized stock exchange (whose name is mentioned on the website of the stock
exchange as eligible for such activity), (iii) a depository participant (whose name is mentioned on the
website of the stock exchange as eligible for such activity), and (iv) a registrar to an issue and share
transfer agent (whose name is mentioned on the website of the stock exchange as eligible for such
activity)
UPI Circulars SEBI circular number SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018, SEBI circular
number SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019, SEBI circular number
SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019, SEBI ICDR Master Circular, along
with the circular issued by the NSE having reference no. 25/2022 dated August 3, 2022 and the notice
issued by BSE having reference no. 20220803-40 dated August 3, 2022, to the extent any of these
circulars are not rescinded by the SEBI RTA Master Circular 2025 (to the extent applicable) and any
subsequent circulars or notifications issued by SEBI or the Stock Exchanges in this regard.
UPI ID ID created on the UPI for single-window mobile payment system developed by the NPCI
UPI Mandate Request A request (intimating the UPI Bidders by way of a notification on the UPI linked mobile application as
disclosed by SCSBs on the website of SEBI and by way of an SMS on directing the UPI Bidders to such
UPI linked mobile application) to the UPI Bidders initiated by the Sponsor Banks to authorise blocking
of funds on the UPI application equivalent to Bid Amount and subsequent debit of funds in case of
Allotment
UPI Mechanism The bidding mechanism that may be used by an UPI Bidders in accordance with the UPI Circulars to
make an ASBA Bid in the Issue
Working Day All days on which commercial banks in Mumbai are open for business. In respect of announcement of
Price Band and Bid/Issue Period, Working Day shall mean all days, excluding Saturdays, Sundays, and
public holidays, on which commercial banks in Mumbai are open for business. In respect of the time
period between the Bid/ Issue Closing Date and the listing of the Equity Shares on the Stock Exchanges,
Working Day shall mean all trading days of the Stock Exchanges, excluding Sundays and bank holidays
in India, as per circulars issued by SEBI, including the UPI Circulars.
Technical, Industry Related Terms or Abbreviations
Term Description
ADR Average Daily Rate
BFSI Banking, Financial Services and Insurance
CAGR Compound Annual Growth Rate
Economy segment Economy segment (Eco) are typically 2-star hotels providing functional accommodation and limited
services, being focussed on price consciousness, as per the Horwath HTL Report.
F&B Food & Beverage
FTA Foreign Tourist Arrivals
IHCL Indian Hotel Company Limited
IMF International Monetary Fund
Land Parcel Land parcel located in Neopolis Layout II, Survey Numbers 239 and 240 (Plot No. 8) of Kokapet
Village, Gandipet Mandal, Rangareddy District, Telangana, India measuring to 9.71 acres which is
owned by our Promoter, BEL
10Luxury segment Luxury segment typically comprise top end hotels with brand standards, facilities, spaces and standards
that are associated with expectations of luxury seeking clientele; in India, these are generally classified
as deluxe and luxury hotels. Several brands classify themselves as luxury hotel brands, based on certain
criteria (e.g., room size) without having the service standards and consistent guest profile typically
associated with true luxury hotels, as per the Horwath HTL Report.
MRO Maintenance, Repair & Overhaul
Midscale segment Midscale segment typically are 3-star hotels with distinctly moderate room sizes, quality and pricing,
and a lower extent of services; domestic brand midscale hotels often offer more services than select
service international branded midscale hotels, as per the Horwath HTL Report.
Undivided Share of Land The proportionate portion of land that the Company shall have ownership over, in tandem with owning
the 31st to the 49th floor of the commercial building being constructed by the Promoter on the Land
Parcel
Upper Upscale segment Upper Upscale segment comprises first-class hotels (generally classified in India as 5 star or deluxe
hotels) that offer superior standards, amenities and services though not at a level that affords the
exclusivity associated with luxury hotels, as per the Horwath HTL Report.
Upscale segment Upscale segment comprises hotels which are more moderately positioned and priced, generally with
smaller room sizes than the top tier hotels. In India, upscale hotels are generally classified as 4- or 5-
star hotels (typically carrying entry level 5 star quality), as per the Horwath HTL Report.
Upper Midscale segment Upper Midscale segment comprises full service or select service hotels, typically with lesser public
areas and facilities and smaller room sizes, which are more moderately positioned and priced than
upscale hotels. In India, these would generally be classified as 4 star and sometimes 3-star hotels, as
per the Horwath HTL Report.
WFH Work from Home
WTTC World Travel & Tourism Council
Conventional and General Terms or Abbreviations
Term Description
₹/Rs./Rupees/INR Indian Rupees
Adjusted Capital Employed Adjusted capital employed is calculated as capital employed less Total lease liabilities
AIFs Alternative Investment Funds, as defined in, and registered under the SEBI AIF Regulations
AGM Annual general meeting
Average occupancy Average occupancy is calculated as total room nights sold during a relevant year divided by the total
available room nights during the same year
Average room rate Average Room Rate is calculated as room revenues during a given year divided by total number of
room nights sold in that year
BSE BSE Limited
Capital Employed Capital employed is the aggregate value of Total Equity plus Total Borrowings plus Total lease
liabilities
Category I AIFs AIFs who are registered as “Category I Alternative Investment Funds” under the SEBI AIF Regulations
Category I FPIs FPIs who are registered as “Category I Foreign Portfolio Investors” under the SEBI FPI Regulations
Category II AIFs AIFs who are registered as “Category II Alternative Investment Funds” under the SEBI AIF
Regulations
Category II FPIs FPIs who are registered as “Category II Foreign Portfolio Investors” under the SEBI FPI Regulations
Category III AIFs AIFs who are registered as “Category III Alternative Investment Funds” under the SEBI AIF
Regulations
CDSL Central Depository Services (India) Limited
CIN Corporate identification number
Companies Act, 1956 The erstwhile Companies Act, 1956, along with the relevant rules, regulations, clarifications and
modifications made thereunder
“Companies Act” or “Companies Companies Act, 2013, along with the relevant rules made thereunder
Act, 2013”
CSR Corporate social responsibility
Depositories NSDL and CDSL
Depositories Act Depositories Act, 1996
DIN Director Identification Number
Director General of Foreign Trade The director general as appointed under the Foreign Trade (Development and Regulation) Act, 1992
Debt equity ratio Debt equity ratio is calculated as debt divided by equity. Debt is calculated as total borrowings plus
total lease liabilities. Equity represents total equity.
DPIIT Department for Promotion of Industry and Internal Trade, Ministry of Commerce and Industry,
Government of India (earlier known as the Department of Industrial Policy and Promotion)
DP ID Depository Participant Identification
DP/ Depository Participant Depository participant as defined under the Depositories Act
“EBIT” or “Earnings before EBIT is calculated as Restated profit/(loss) for the year plus total tax expense plus finance cost
interest and taxes”
EBITDA or “Earnings before EBITDA is calculated as Restated profit/(loss) for the year plus total tax expense plus finance costs
interest, taxes, depreciation, and plus depreciation and amortisation expenses
amortisation”
EBITDA/ Finance cost EBITDA/ Finance cost is calculated as EBITDA divided by finance costs
11Term Description
EBITDA growth EBITDA growth (%) is calculated as a percentage of EBITDA of the relevant year minus EBITDA
during the previous year divided by EBITDA of the previous year
EBITDA margin EBITDA Margin is calculated as EBITDA divided by Total income
EGM Extraordinary general meeting
Employee benefit expense (as a % Employee benefit expense (as a % of Total Income) is calculated by employee benefit expenses for the
of Total Income) year divided by total income during the same year
EPS Earnings per Equity Share
F&B revenue F&B revenue is calculated as the sum of revenue from food and beverages
F&B revenue contribution F&B revenue contribution (As a % of revenue from operations) is calculated as a percentage of F&B
revenue of the relevant year divided by Revenue from operations for the same year
FDI Foreign direct investment
FDI Policy Consolidated Foreign Direct Investment Policy notified by the DPIIT through notification dated
October 15, 2020 effective from October 15, 2020, and any modifications thereto or substitutions
thereof, issued from time to time
FEMA Foreign Exchange Management Act, 1999, read with rules and regulations thereunder
FEMA Non-debt Instruments Foreign Exchange Management (Non-debt Instruments) Rules, 2019
Rules
FEMA Rules FEMA Non-debt Instruments Rules, the Foreign Exchange Management (Mode of Payment and
Reporting of Non debt Instruments) Regulations, 2019 and the Foreign Exchange Management (Debt
Instruments) Regulations, 2019, as applicable
Financial Year/ Fiscal/ FY/ Fiscal Unless stated otherwise, the period of 12 months ending March 31 of that particular year
Year
FPI(s) Foreign portfolio investors as defined under the SEBI FPI Regulations
Fraudulent Borrower A company or person, as the case may be, categorised as a fraudulent borrower by any bank or financial
institution (as defined under the Companies Act, 2013) or consortium thereof, in accordance with the
guidelines on fraudulent borrowers issued by the RBI and as defined under Regulation 2(1)(lll) of the
SEBI ICDR Regulations
Fugitive Economic Offender An individual who is declared a fugitive economic offender under Section 12 of the Fugitive Economic
Offenders Act, 2018
FVCI(s) Foreign venture capital investors as defined and registered under the SEBI FVCI Regulations
GIFT City Gujarat International Finance Tec-City, Ahmedabad, Gujarat
“GoI” or “Government” or Government of India
“Central Government”
GST Goods and services tax
HUF Hindu Undivided Family
ICAI The Institute of Chartered Accountants of India
IFRS International Financial Reporting Standards
Income Tax Department The Income Tax Department, Government of India
Ind AS/ Indian Accounting Indian Accounting Standards notified under Section 133 of the Companies Act, 2013 read with the
Standards Companies (Indian Accounting Standards) Rules, 2015, as amended
India Republic of India
Indian GAAP/ IGAAP Accounting Standards notified under Section 133 of the Companies Act, 2013, read together with Rule
7 of the Companies (Accounts) Rules, 2014 and Companies (Accounting Standards) Rules, 2021, as
amended
Inventory/Keys Number of rooms in the Company’s portfolio at the end of the relevant year
IPO Initial public offering
IST Indian Standard Time
IT Information Technology
IT Act The Income Tax Act, 1961
KYC Know your customer
Labour Welfare Fund Legislations State-level legislations on labour welfare fund
MCA Ministry of Corporate Affairs
MSMEs Micro, Small, and Medium Enterprises
Mutual Fund(s) Mutual funds registered under the Securities and Exchange Board of India (Mutual Funds) Regulations,
1996
N/A Not applicable
“NAV per equity share” or “Net Net asset value per equity share is calculated by dividing Net Worth as at the end of the year by weighted
Asset Value per equity share” average number of equity shares outstanding during the respective year.
NACH National Automated Clearing House
NBFC Non-Banking Financial Company
“NBFC-ND-SI” or “Systemically A non-banking financial company registered with the Reserve Bank of India and recognised as
Important NBFCs” systemically important non-banking financial company by the Reserve Bank of India
NEFT National Electronic Funds Transfer
Net Borrowings Net Borrowings is calculated as Total borrowings less cash and cash equivalents less Bank balances
other than cash and cash equivalents.
Net borrowings to Equity Net Borrowings to total Equity is a measure of the Company’s leverage over equity invested and
earnings retained over time.
Net Worth Net Worth means the aggregate value of the paid-up share capital and all reserves created out of the
profits and securities premium account and debit or credit balance of profit and loss account, after
12Term Description
deducting the aggregate value of the accumulated losses, deferred expenditure and miscellaneous
expenditure not written off, but does not include reserves created out of revaluation of assets, write-
back of depreciation and amalgamation, which we have calculated as the aggregate value of the equity
share capital and Instruments entirely equity in nature and Equity component of Compound Financial
Instruments and General reserves and Retained earnings
“Non-Resident Indians” or A non-resident Indian as defined under the FEMA Non-debt Instruments Rules
“NRI(s)”
NPCI National Payments Corporation of India
NRE Non-Resident External
NRI Individual resident outside India, who is a citizen of India
NRO Non Resident Ordinary
NSDL National Securities Depository Limited
NSE National Stock Exchange of India Limited
Number of hotels Number of hotels are the total number of operational hotels during the relevant year
“OCB” or “Overseas Corporate A company, partnership, society or other corporate body owned directly or indirectly to the extent of at
Body” least 60% by NRIs including overseas trusts, in which not less than 60% of beneficial interest is
irrevocably held by NRIs directly or indirectly and which was in existence on October 3, 2003 and
immediately before such date had taken benefits under the general permission granted to OCBs under
FEMA. OCBs are not allowed to invest in the Issue.
ODI Offshore derivative instruments
P/E Price/earnings
P/E Ratio Price/earnings ratio
Profit / (loss) for the year Profit/(loss) for the year = Total income less total expenses less total exceptional items less total tax
expenses for the year
Profit/(loss) margin for the year Profit/(loss) margin for the year (%) = Profit/(loss) for the year divided by the total income for the year
(%)
RBI Reserve Bank of India
Regulation S Regulation S under the U.S. Securities Act
Resident Indian A person resident in India, as defined under FEMA
Return on Adjusted Capital Return on Adjusted Capital Employed is calculated as EBIT divided by Adjusted Capital Employed.
Employed
“Return on Capital Employed” or Return on Capital Employed is calculated as EBIT divided by capital employed.
“RoCE”
Revenue Growth Revenue growth (%) is calculated as a Revenue during the relevant year minus Revenue during the
previous year divided by Revenue during the previous year
RevPAR Revenue per Available Room is calculated by multiplying the Average Room Rate by the Average
Occupancy for that period or year
“RoNW” or “Return on Net Return on Net Worth is calculated as restated profit/(loss) for the year divided by the Net Worth as at
Worth” the end of the respective year.
RTGS Real Time Gross Settlement
SCRA Securities Contracts (Regulation) Act, 1956
SCRR Securities Contracts (Regulation) Rules, 1957
SEBI Securities and Exchange Board of India constituted under the SEBI Act
SEBI Act Securities and Exchange Board of India Act, 1992, as amended
SEBI AIF Regulations Securities and Exchange Board of India (Alternative Investments Funds) Regulations, 2012, as
amended
SEBI BTI Regulations Securities and Exchange Board of India (Bankers to an Issue) Regulations, 1994, as amended
SEBI FPI Regulations Securities and Exchange Board of India (Foreign Portfolio Investors) Regulations, 2019, as amended
SEBI FVCI Regulations Securities and Exchange Board of India (Foreign Venture Capital Investors) Regulations, 2000, as
amended
SEBI ICDR Master Circular SEBI master circular bearing reference number SEBI/HO/CFD/PoD-1/P/CIR/2024/0154, dated
November 11, 2024
SEBI ICDR Regulations Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,
2018, as amended
SEBI Listing Regulations Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, as amended
SEBI Merchant Bankers Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992, as amended
Regulations
SEBI RTA Master Circular 2025 SEBI master circular bearing number SEBI/HO/MIRSD/MIRSD-PoD/P/CIR/2025/91 dated June 23,
2025
SEBI VCF Regulations Securities and Exchange Board of India (Venture Capital Fund) Regulations, 1996 as repealed pursuant
to the SEBI AIF Regulations, as amended
State Government The government of a state in India
Stock Exchanges BSE and NSE
Takeover Regulations Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations,
2011
Total Borrowings The sum of borrowings under financial liabilities under non-current liabilities and borrowings under
financial liabilities under current liabilities on consolidated basis
Total Income Sum of revenue from operations and other income
Total income growth Total income growth (%) is calculated as a Total income during the relevant year minus total income
13Term Description
during the previous year divided by total income during the previous year
Total lease liabilities The sum of lease liabilities under financial liabilities under non-current liabilities and lease liabilities
under financial liabilities under current liabilities on consolidated basis
U.S./USA/United States United States of America, its territories and possessions, any State of the United States, and the District
of Columbia
USD/US$ United States Dollars
U.S. Securities Act U.S. Securities Act of 1933, as amended
VCFs Venture Capital Funds as defined in and registered with SEBI under the SEBI VCF Regulations
Wilful Defaulter A company or person, as the case may be, categorised as a wilful defaulter by any bank or financial
institution (as defined under the Companies Act, 2013) or consortium thereof, in accordance with the
guidelines on wilful defaulters issued by the RBI and as defined under Regulation 2(1)(lll) of the SEBI
ICDR Regulations
Key Performance Indicators (“KPIs”) under the section titled “Basis for Issue Price” beginning on page 123
KPI Description
Total income Total income means the sum of revenue from operations and other income.
Total income growth (%) Total income growth (%) is calculated as a Total income during the relevant year minus total income
during the previous year divided by total income during the previous year.
Revenue from operations Revenue from operations is calculated as the sum of revenue from sale of hospitality services and
revenue from other operating revenues
Revenue Growth (%) Revenue growth (%) is calculated as a Revenue during the relevant year minus Revenue during the
previous year divided by Revenue during the previous year.
F&B revenue F&B revenue is calculated as the sum of revenue from food and beverages.
F&B revenue contribution (As a % of F&B revenue contribution (As a % of revenue from operations) is calculated as a percentage of F&B
revenue from operations) revenue of the relevant year divided by Revenue from operations for the same year.
EBITDA EBITDA = Profit/(loss) for the year plus total tax expense plus finance costs plus depreciation and
amortisation expenses
EBITDA growth (%) EBITDA growth (%) is calculated as a percentage of EBITDA of the relevant year minus EBITDA
during the previous year divided by EBITDA of the previous year
EBITDA margin (%) EBITDA margin (%) = EBITDA divided by Total Income.
Profit / (loss) for the year Profit/(loss) for the year = Total income less total expenses less total exceptional items less total tax
expenses for the year
Profit/(loss) margin for the year (%) Profit/(loss) margin for the year (%) = Profit/(loss) for the year before exceptional items divided by
the total income for the year
Net borrowings Net borrowings = Non-current borrowings plus current borrowings minus cash and cash equivalents
and Bank balances other than cash and cash equivalents.
Net borrowings/ total equity Net borrowings to total equity is calculated as net borrowing divided by total equity for the year.
Total equity is calculated as equity attributable to owners of our Company plus non-controlling
interest for the year
Employee benefit expense (as a % of Employee benefit expense (as a % of Total Income) is calculated by employee benefit expenses for
Total Income) the year divided by total income during the same year
Return on adjusted capital employed Return on adjusted capital employed is calculated as EBIT divided by adjusted capital employed.
Capital employed is the aggregate value of Total Equity plus Total Borrowings plus Total Lease
liabilities. Adjusted capital employed is calculated as capital employed less total lease liabilities.
Inventory/ Keys Inventory/ Keys = Number of rooms in the Company’s portfolio at the end of the relevant year.
Number of hotels Number of hotels are the total number of operational hotels during the relevant year.
Average room rate Average Room Rate is calculated as room revenues during a given year divided by total number of
room nights sold in that year.
Average occupancy Average occupancy is calculated as total room nights sold during a relevant year divided by the total
available room nights during the same year.
RevPAR Revenue per Available Room is calculated by multiplying the Average Room Rate by the Average
Occupancy for that year.
Staff per room ratio Staff per room is calculated by employees/staffs (excluding contractual employees) engaged during
the year divided by number of hotel rooms for the same year
14CERTAIN CONVENTIONS, PRESENTATION OF FINANCIAL, INDUSTRY AND MARKET DATA AND
CURRENCY OF PRESENTATION
Certain Conventions
All references to “India” contained in this Red Herring Prospectus are to the Republic of India and its territories and possessions
and all references herein to the “Government”, “Indian Government”, “GoI”, “Central Government” or the “State Government”
are to the Government of India, central or state, as applicable. All references to the “U.S.”, “USA” or the “United States” are
to the United States of America and its territories and possessions.
Unless otherwise specified, any time mentioned in this Red Herring Prospectus is in IST. Unless indicated otherwise, all
references to a year in this Red Herring Prospectus are to a calendar year.
Unless stated otherwise, all references to page numbers in this Red Herring Prospectus are to the page numbers of this Red
Herring Prospectus.
Financial Data
Our Company’s financial year commences on April 1 of the immediately preceding calendar year and ends on March 31 of that
particular calendar year. Unless stated otherwise, all references in this Red Herring Prospectus to the terms Fiscal or Fiscal
Year or Financial Year, are to the 12 months period commencing on April 1 of the immediately preceding calendar year and
ending on March 31 of that particular calendar year.
Unless stated otherwise or where the context otherwise requires, the financial information in this Red Herring Prospectus is
derived from the Restated Consolidated Summary Statements.
The Restated Consolidated Summary Statements of our Company comprising of the restated consolidated summary statements
of assets and liabilities as at March 31, 2025, March 31, 2024 and March 31, 2023, restated consolidated summary statement
of profits and losses (including other comprehensive income), restated consolidated summary statement of cash flows and
restated consolidated summary statement of changes in equity for each of the years ended March 31, 2025, March 31, 2024 and
March 31, 2023, summary statement of material accounting policies and other explanatory information.
The Restated Consolidated Summary Statements have been prepared by the Company in accordance with the requirements of
(a) Section 26 of Part I of Chapter III of the Companies Act, 2013; (b) the Securities and Exchange Board of India (Issue of
Capital and Disclosure Requirements) Regulations, 2018, as amended; (c) the Guidance Note on Reports in Company
Prospectuses (Revised 2019) issued by the Institute of Chartered Accountants of India; and (d) E-mail dated May 20, 2024
received from Book Running Lead Managers, which confirms that the Company should prepare financial statements in
accordance with Indian Accounting Standards (Ind AS) and that these financial statements are required for all the three years,
including stub period, if applicable, based on email dated October 28, 2021 from Securities and Exchange Board of India to
Association of Investment Bankers of India (“SEBI Letter”).
The Restated Consolidated Summary Statements have been compiled by the management of the Company from (a) Audited
consolidated financial statements of the Company as at and for the years ended March 31, 2025 and March 31, 2024, which
were prepared in accordance with the Indian Accounting Standard (referred to as “Ind AS”) as prescribed under Section 133
of the Companies Act, 2013 read with Companies (Indian Accounting Standards) Rules 2015, as amended and other accounting
principles generally accepted in India, along with the presentation requirements of Division II of Schedule III to the Companies
Act, 2013 (Ind-AS compliant Schedule III), as applicable; and (b) Audited special purpose consolidated financial statements of
the Company as at and for the year ended March 31, 2023 which was prepared by the Company after taking into the
consideration the requirements of the SEBI Letter which confirms that the Company should prepare these financial statements
in accordance with Ind AS.
For periods up to and including the year ended March 31, 2023, the Company did not prepare its consolidated financial
statements since the Company met the conditions prescribed in Rule 6 to the Companies (Accounts) Rules, 2014 (as amended)
(the “Accounts Rules”). The Company’s securities are in the process of listing on a stock exchange in India and consequently,
pursuant to the Accounts Rules, the Company adopted March 31, 2024 as reporting date for first time adoption of Indian
Accounting Standard (Ind-AS) notified under the Companies (Indian Accounting Standards) Rules, 2015 (as amended) (the
“Ind-AS Rules”) with April 01, 2022 as the transition date for the purpose of preparation of statutory consolidated financial
statements as at and for the year ended March 31, 2024 in accordance with Ind-AS.
The special purpose consolidated financial statements as at and for the year ended March 31, 2023 have been prepared from
the standalone financial statements of the Company and those of its subsidiary after making suitable consolidation adjustments.
In addition, in preparing these special purpose consolidated financial statements, the Group has followed the same accounting
policies, presentation and disclosures including Schedule III disclosures as those followed in preparation of consolidated
financial statements as at and for the year ended March 31, 2024, pursuant to the SEBI Letter. In addition, to facilitate
preparation of these special purpose consolidated financial statements, the management has used the accounting policy choices
(i.e., both mandatory exceptions and optional exemptions availed as per Ind AS 101) as at April 01, 2021, which are consistent
with those used at the date of transition to Ind AS (April 01, 2022) in the consolidated financial statements as at and for the
year ended March 31, 2024, pursuant to the SEBI Letter.
15References to various segments in the Horwath HTL Report and information derived therefrom are references to industry
segments and in accordance with the presentation, analysis and categorisation in the Horwath HTL Report. Our segment
reporting in our financial statements is based on the criteria set out in Ind AS 108, Operating Segments and we do not present
such industry segments as operating segments.
For further information, see “Restated Consolidated Summary Statements”, “Other Financial Information” and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” beginning on pages 254, 319 and 322, respectively.
Our Statutory Auditors have provided no assurance or services related to any prospective financial information in this Red
Herring Prospectus.
There are significant differences between the Ind AS, the IFRS and the Generally Accepted Accounting Principles in the United
States of America (the “U.S. GAAP”). Accordingly, the degree to which the financial information included in this Red Herring
Prospectus will provide meaningful information is entirely dependent on the reader’s level of familiarity with Indian accounting
practices. Any reliance by persons not familiar with accounting standards in India, the Ind AS, the Companies Act, 2013 and
the SEBI ICDR Regulations, on the financial disclosures presented in this Red Herring Prospectus should accordingly be
limited. We have not attempted to quantify or identify the impact of the differences between the financial data (prepared under
Ind AS and IFRS/ U.S. GAAP), nor have we provided a reconciliation thereof. We urge you to consult your own advisors
regarding such differences and their impact on our financial data included in this Red Herring Prospectus.
In this Red Herring Prospectus, any discrepancies in any table between the total and the sums of the amounts listed are due to
rounding off. All figures in decimals have been rounded off to the second decimal and all percentage figures have been rounded
off to two decimal places.
Unless the context otherwise indicates, any percentage amounts, or ratios (excluding certain operational measures), relating to
the financial information of our Company as set forth in “Risk Factors”, “Our Business” and “Management’s Discussion and
Analysis of Financial Condition and Results of Operations” beginning on pages 31, 188 and 322, respectively, and elsewhere
in this Red Herring Prospectus have been calculated on the basis of amounts derived from our Restated Consolidated Summary
Statements, as applicable.
Non-GAAP Financial Measures
Certain non-GAAP measures relating to our financial performance, such as Net Worth, Return on Net Worth, Net Asset Value
per Equity Share, EBIT, EBITDA, EBITDA Margin, EBITDA/ Finance Cost, Return on Capital Employed, Adjusted Capital
Employed, Return on Adjusted Capital Employed, Capital Employed, Net Borrowings, Debt equity ratio (together, “Non-
GAAP Measures”) and certain other industry metrics relating to our operations and financial performance presented in this
Red Herring Prospectus are a supplemental measure of our performance that are not required by, or presented in accordance
with, Ind AS, Indian GAAP, or IFRS. Further, these Non-GAAP Measures are not a measurement of our financial performance
or liquidity under Ind AS, Indian GAAP, or IFRS and should not be considered in isolation or construed as an alternative to
cash flows, profit/ (loss) for the years or any other measure of financial performance or as an indicator of our operating
performance, liquidity, profitability or cash flows generated by operating, investing or financing activities derived in accordance
with Ind AS, Indian GAAP, or IFRS. In addition, these Non-GAAP Measures are not a standardised term, hence a direct
comparison of similarly titled Non-GAAP Measures between companies may not be possible. Other companies may calculate
the Non-GAAP Measures differently from us, limiting its utility as a comparative measure. Although the Non-GAAP Measures
are not a measure of performance calculated in accordance with applicable accounting standards, our Company’s management
believes that it is useful to an investor in evaluating us because it is a widely used measure to evaluate a company’s operating
performance. For further details see “Risk Factor – 60. Certain non-GAAP financial measures and certain other statistical
information relating to our operations and financial performance have been included in this Red Herring Prospectus. These
non-GAAP financial measures are not measures of operating performance or liquidity defined by Ind AS and may not be
comparable.”,“Other Financial Information” and “Management’s Discussion and Analysis of Financial Condition and Results
of Operations” on pages 70, 319 and 322 respectively.
Currency and Units of Presentation
All references to:
• “Rupees” or “₹” or “INR” or “Rs.” are to Indian Rupee, the official currency of the Republic of India;
• “USD” or “US$” or “$” are to United States Dollar, the official currency of the United States of America; and
Our Company has presented certain numerical information in this Red Herring Prospectus in “million” units or in whole
numbers where the numbers have been too small to represent in such units. One million represents 1,000,000, one billion
represents 1,000,000,000 and one trillion represents 1,000,000,000,000.
Figures sourced from third-party industry sources may be expressed in denominations other than millions or may be rounded
off to other than two decimal points in the respective sources, and such figures have been expressed in this Red Herring
Prospectus in such denominations or rounded-off to such number of decimal points as provided in such respective sources.
16Exchange Rates
This Red Herring Prospectus contains conversion of certain other currency amounts into Indian Rupees that have been presented
solely to comply with the SEBI ICDR Regulations. These conversions should not be construed as a representation that these
currency amounts could have been, or can be converted into Indian Rupees, at any particular rate or at all.
The following table sets forth, for the periods indicated, information with respect to the exchange rate between the Rupee and
other foreign currencies:
Currency As at
March 31, 2025 March 31, 2024 March 3 1, 2023
1 USD 85.58 83.37 82.22
Source: www.fbil.org.in
Note: The exchange rates are rounded off to two decimal places and in case March 31 of any of the respective years is a public holiday, the previous
Working Day not being a public holiday has been considered.
Industry and Market Data
Unless stated otherwise, information pertaining to the industry in which our Company operates in and market data used in this
Red Herring Prospectus has been obtained or derived from the Horwath HTL Report and publicly available information as well
as other industry publications and sources.
Crowe Horwath HTL Consultants Private Limited is an independent consulting company which has no relationship with our
Company, our Promoter, any of our Directors, KMPs, SMPs or the Book Running Lead Managers. The Horwath HTL Report
has been commissioned by and paid for by our Company pursuant to an engagement letter with Crowe Horwath HTL
Consultants Private Limited dated March 7, 2024 (accepted by our Company on March 13, 2024), the revised engagement letter
dated December 19, 2024 read with the addendum to the engagement letter dated May 2, 2025 exclusively for the purposes of
confirming our understanding of the industry in which the Company operates, in connection with the Issue.
The Horwath HTL Report is available on the website of our Company at https://bhvl.in/investors/industry-report/ from the date
of the Draft Red Herring Prospectus until the Bid/Issue Closing Date.
The extent to which the market and industry data used in this Red Herring Prospectus is meaningful depends on the reader’s
familiarity with and understanding of the methodologies used in compiling such data. There are no standard data gathering
methodologies in the industry in which business of our Company is conducted, and methodologies and assumptions may vary
widely among different industry sources. Such data involves risks, uncertainties and numerous assumptions and is subject to
change based on various factors, including those discussed in “Risk Factors – 62. Certain sections of this Red Herring
Prospectus disclose information from the Horwath HTL Report which is a paid report and commissioned and paid for by us
exclusively in connection with the Issue and any reliance on such information for making an investment decision in the Issue is
subject to inherent risks.”, on page 71. Accordingly, investment decision should not be based solely on such information.
In accordance with the SEBI ICDR Regulations, “Basis for Issue Price” beginning on page 123 includes information relating
to our peer group companies. Such information has been obtained from publicly available sources believed to be reliable, but
their accuracy, completeness and underlying assumptions are not guaranteed, and their reliability cannot be assured.
Accordingly, no investment decision should be made solely on the basis of such information.
References to various segments in the Horwath HTL Report and information derived therefrom are references to industry
segments and in accordance with the presentation, analysis and categorisation in the Horwath HTL Report. Our segment
reporting in our financial statements is based on the criteria set out in Ind AS 108, Operating Segments and we do not present
such industry segments as operating segments.
Disclaimer of Marriott
“The Marriott group (which includes Marriott and its affiliates) is not a promoter or sponsor of the Company. The Marriott
group does not, and will not, vouch for the accuracy and completeness of any statements or information included in the Draft
Red Herring Prospectus, this Red Herring Prospectus and the Prospectus and shall not be held responsible for the same. Further,
our Company has no rights or interests over the intellectual property owned by the Marriott group.”
17FORWARD-LOOKING STATEMENTS
This Red Herring Prospectus contains certain “forward-looking statements”. All statements contained in this Red Herring
Prospectus that are not statements of historical fact constitute “forward-looking statements”.
These forward-looking statements generally can be identified by words or phrases such as “aim”, “anticipate”, “believe”,
“expect”, “estimate”, “intend”, “likely to”, “seek to”, “shall”, “objective”, “propose” “plan”, “project”, “propose” “will”, “will
continue”, “will achieve”, “will pursue” or other words or phrases of similar import. Similarly, statements that describe our
expected financial condition, results of operations, business, prospects, strategies, objectives, plans or goals are also forward-
looking statements. All forward-looking statements whether made by us or any third parties in this Red Herring Prospectus are
based on our current plans, estimates, presumptions and expectations and are subject to risks, uncertainties and assumptions
about us that could cause actual results to differ materially from those contemplated by the relevant forward-looking statement,
including but not limited to, regulatory changes pertaining to the industry in which our Company has businesses and our ability
to respond to them, our ability to successfully implement our strategy, our growth and expansion, technological changes, our
exposure to market risks, general economic and political conditions, in India and globally, which have an impact on our business
activities or investments, the monetary and fiscal policies of India, inflation, deflation, unanticipated turbulence in interest rates,
foreign exchange rates, equity prices or other rates or prices, the performance of the financial markets in India and globally,
changes in domestic laws, regulations and taxes and changes in competition in our industry, incidence of natural calamities
and/or acts of violence.
Certain important factors that could cause actual results to differ materially from our expectations include, but are not limited
to, the following:
1. We have entered into hotel operator services agreements and other related agreements with Marriott, Accor and
InterContinental Hotels Group to receive operating and marketing services for our hotels. In Fiscal 2025, two of our
hotels which are operated by Marriott contributed 43.81% of our revenue from operations. If these agreements are
terminated or not renewed, our business, results of operations, financial condition and cash flows may be adversely
affected.
2. A significant portion of our revenues is derived from our four hotels located in Bengaluru (Karnataka) (63.21% of revenue
from operations in Fiscal 2025 was from our hotels located in Bengaluru (Karnataka)). Further, we derive a significant
portion of our revenues from our hotels Sheraton Grand Bangalore at Brigade Gateway, Holiday Inn Chennai OMR IT
Expressway and Holiday Inn Bengaluru Racecourse (62.02% of the revenue from operations was from these hotels in
Fiscal 2025). Any adverse developments affecting such hotels or locations could have an adverse effect on our business,
financial condition, cash flows and results of operations.
3. We intend to develop five additional hotels and if we are unable to develop these hotels in a timely manner, our business,
results of operations, financial condition and cash flows will be adversely affected.
4. Our Company has incurred losses (on a consolidated basis) in Fiscal 2023. In the event we incur net loss in the future,
our business, results of operations, financial condition and cash flows may be adversely affected.
5. Our operations entail certain recurring expenses, and our inability to manage expenses may have an adverse effect on our
business, results of operations, financial condition and cash flows.
6. We derive a significant portion of our revenue from food and beverages (“F&B”) served at our hotels (32.75% of our
revenue from operations was from F&B in Fiscal 2025). Any failure to maintain the quality and hygiene standards of the
food and beverages that we offer, will adversely affect our business, results of operations, financial condition and cash
flows.
7. We have a large number of personnel deployed across our hotels, consequently we may be exposed to service related
claims and losses or employee disruptions that could have an adverse effect on our reputation, business, results of
operations, financial condition and cash flows. The attrition rate of our employees in Fiscal 2025 was 58.19%.
8. A portion of the Net Proceeds may be utilised for buying of undivided share in the land parcel owned by our Promoter
for which we have not entered into definitive agreements. Our Company proposes to construct a hotel on the undivided
share of the land parcel, the construction and development of which may face delays and thereby affect our business,
results of operations, financial condition and cash flows.
9. We propose to utilize a portion of the Net Proceeds to undertake acquisitions for which targets have not been identified.
Our inability to complete such transactions may adversely affect our competitiveness and growth prospects.
10. Our Company, Subsidiary, Promoter, Directors and Key Managerial Personnel are involved in certain legal and
regulatory proceedings. Any adverse decision in such proceedings may have a material adverse effect on our business,
financial condition, cash flows and results of operations.
18For further discussion of factors that could cause the actual results to differ from the expectations, see “Risk Factors”, “Industry
Overview”, “Our Business” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
beginning on pages 31, 148, 188, 322, respectively. By their nature, certain market risk disclosures are only estimates and
could be materially different from what actually occurs in the future. As a result, actual future gains or losses could materially
differ from those that have been estimated and are not a guarantee of future performance.
Forward-looking statements reflect current views of our Company as of the date of this Red Herring Prospectus and are not a
guarantee of future performance. There can be no assurance to Bidders that the expectations reflected in these forward-looking
statements will prove to be correct. Given these uncertainties, Bidders are cautioned not to place undue reliance on such
forward-looking statements and not to regard such statements to be a guarantee of our future performance.
These statements are based on our management’s belief and assumptions, which in turn are based on currently available
information. Although we believe the assumptions upon which these forward-looking statements are based on are reasonable,
any of these assumptions could prove to be inaccurate and the forward-looking statements based on these assumptions could
be incorrect. Given these uncertainties, Bidders are cautioned not to place undue reliance on such forward-looking statements
and not to regard such statements as a guarantee of future performance. Neither our Company, our Promoter, our Directors or
the BRLMs nor any of their respective affiliates have any obligation to update or otherwise revise any statements reflecting
circumstances arising after the date hereof or to reflect the occurrence of underlying events, even if the underlying assumptions
do not come to fruition.
In accordance with the requirements of SEBI ICDR Regulations, our Company shall ensure that Bidders in India are informed
of material developments from the date of this Red Herring Prospectus in relation to the statements and undertakings made by
our Company in this Red Herring Prospectus until the time of the grant of listing and trading permission by the Stock Exchanges
for the Issue.
19SUMMARY OF THE ISSUE DOCUMENT
The following is a general summary of certain disclosures included in this Red Herring Prospectus and is neither exhaustive,
nor purports to contain a summary of all the disclosures in the Draft Red Herring Prospectus or this Red Herring Prospectus
or the Prospectus when filed, or all details relevant to prospective investors. This summary should be read in conjunction with,
and is qualified in its entirety by, the more detailed information appearing elsewhere in this Red Herring Prospectus, including
“Risk Factors”, “The Issue”, “Capital Structure”, “Objects of the Issue”, “Industry Overview”, “Our Business”, “Our
Promoter and Promoter Group”, “Restated Consolidated Summary Statements”, “Management’s Discussion and Analysis of
Financial Condition and Results of Operations”, “Outstanding Litigation and Material Developments”, “Issue Procedure”
and “Description of Equity Shares and Terms of Articles of Association” beginning on pages, 31, 81, 94, 105, 148, 188, 248,
254, 322, 351, 386 and 405, respectively.
Summary of the primary business of our Company
We are an owner and developer of hotels in key cities in India primarily across South India. As of the date of this Red Herring
Prospectus, we have a portfolio of nine operating hotels across Bengaluru (Karnataka), Chennai (Tamil Nadu), Kochi (Kerala),
Mysuru (Karnataka) and the GIFT City (Gujarat) with 1,604 keys. Our hotels are operated by global marquee hospitality
companies such as Marriot, Accor and InterContinental Hotels Group and are in the upper upscale, upscale, upper-midscale
and midscale segments (Source: Horwath HTL Report). Our hotels provide a comprehensive customer experience including
fine dining and specialty restaurants, venues for meetings, incentives, conferences, and exhibitions, lounges, swimming pools,
outdoor spaces, spas, and gymnasiums. For further information, see “Our Business” beginning on page 188.
Summary of the industry in which our Company operates
According to the Horwath HTL Report, future demand in the hospitality industry sector will be driven by diverse domestic and
inbound travel needs - business, leisure, MICE, weddings, social events, pilgrimages and other personal travels, political and
business delegations and airline crew. As per the World Travel & Tourism Council (“WTTC”), the travel and tourism sector’s
contribution to India’s economy was ₹ 15.7 trillion in calendar year 2022 and ₹ 19.1 trillion in calendar year 2023. Further, as
per the WTCC Economic Impact Factsheet released on June 28, 2024, the travel and tourism sector’s contribution to India’s
economy was estimated at ₹ 21.2 trillion for calendar year 2024, and is forecasted at ₹ 43.3 trillion for calendar year 2034,
growing at 7.4% CAGR from calendar year 2024 to calendar year 2034 (Source: Horwath HTL Report). Additionally, the Hotel
Association of India (“HAI”) estimates foreign tourist arrivals (“FTA”) to cross 30 million in India by calendar year 2037 and
Booking.com and McKinsey estimates around 5 billion domestic visits by calendar year 2030. Further, HAI forecasts 15 billion
domestic visits and 100 million FTAs for calendar year 2047. The growth in FTAs is expected to strengthen hotel average daily
rates, particularly for upper-tier hotels (Source: Horwath HTL Report). For further information, see “Industry Overview”
beginning on page 148.
Name of our Promoter
Brigade Enterprises Limited is the Promoter of our Company. For further details, see “Our Promoter and Promoter Group”
beginning on page 248.
Issue size
The details of the Issue are set out below:
Issue(1)(2)(3)(4) Up to [●] Equity Shares of face value ₹ 10 each aggregating up to ₹ 7,596.00 million
of which
Fresh Issue of Equity Shares(1)(4) Up to [●] Equity Shares of face value ₹ 10 each aggregating up to ₹ 7,596.00 million
The Issue includes
Employee Reservation Portion(2) Up to [●] Equity Shares of face value ₹ 10 each aggregating up to ₹75.96 million
BEL Shareholders Reservation Portion(3) Up to [●] Equity Shares of face value ₹ 10 each aggregating up to ₹303.84 million
Net Issue Up to [●] Equity Shares of face value ₹ 10 each aggregating up to ₹[●] million
(1) The Issue has been approved by our Board pursuant to the resolution passed at its meeting held on October 19, 2024, read with its resolution dated July
7, 2025, and by our Shareholders pursuant to a special resolution passed at their meeting held on October 21, 2024.
(2) The Employee Reservation Portion shall not exceed 5% of the post-Issue paid up Equity Share capital and the value of Allotment to any Eligible
Employee shall not exceed ₹200,000. Provided that, in the event of an under-subscription in the Employee Reservation Portion post the initial Allotment,
such unsubscribed portion may be allotted on a proportionate basis to Eligible Employees Bidding in the Employee Reservation Portion, for a value in
excess of ₹200,000 (net of Employee Discount, if any), subject to the total Allotment to an Eligible Employee not exceeding ₹500,000 (net of Employee
Discount, if any). Eligible Employees bidding in the Employee Reservation Portion must ensure that the maximum Bid Amount does not exceed ₹500,000
(net of the Employee Discount, if any). For further details, see “Issue Procedure” and “Issue Structure” on pages 386 and 382, respectively.
(3) The BEL Shareholders Reservation Portion shall not exceed 10% of the Issue size. The unsubscribed portion, if any, in the BEL Shareholders Reservation
Portion, shall be added to the Net Issue. For further details, see “Issue Structure” on page 382.
(4) Our Company, in consultation with the Book Running Lead Managers, undertook the Pre-IPO Placement, as permitted under applicable law,
aggregating to ₹1,260.00 million. The Pre-IPO Placement was at a price decided by our Company, in consultation with the Book Running Lead
Managers and was completed prior to filing of this Red Herring Prospectus with the RoC. The amount raised pursuant to the Pre-IPO Placement was
reduced from the Issue, subject to compliance with Rule 19(2)(b) of the SCRR and the revised Issue size aggregates up to ₹ 7,596.00 million. The Pre-
IPO Placement did not exceed 20% of the size of the Issue. Our Company has appropriately intimated the subscribers to the Pre-IPO Placement, prior
to the allotment pursuant to the Pre-IPO Placement, that there is no guarantee that our Company may proceed with the Issue or the Issue may be
successful and will result into listing of the Equity Shares on the Stock Exchanges. Further, relevant disclosures in relation to such intimation to the
20subscribers to the Pre-IPO Placement have been appropriately made in the relevant sections of this Red Herring Prospectus and shall be made in the
relevant sections of the Prospectus.
The Issue shall constitute [●]% of the post Issue paid up Equity Share capital of our Company. For further details see, “The
Issue” and “Issue Procedure” beginning on pages 81 and 386, respectively.
Objects of the Issue
The objects for which the Net Proceeds from the Issue and the proceeds from the Pre-IPO Placement shall be utilized are as
follows:
Particulars Amount (₹ in million)
Repayment/ prepayment, in full or in part, of certain outstanding borrowings availed by our: 4,681.40
(i) Company; 4,136.90
(ii) Material Subsidiary, namely, SRP Prosperita Hotel Ventures Limited; 544.50
Payment of consideration for buying of Undivided Share of Land from our Promoter, BEL 1,075.19
Pursuing inorganic growth through unidentified acquisitions and other strategic initiatives and [●]
general corporate purposes(1)(2)
Total*^ [●]
* To be finalised upon determination of the Issue Price and updated in the Prospectus prior to filing with the RoC.
^ Our Company, in consultation with the Book Running Lead Managers, undertook the Pre-IPO Placement, as permitted under applicable law, aggregating
to ₹1,260.00 million. The Pre-IPO Placement was at a price decided by our Company, in consultation with the Book Running Lead Managers and was
completed prior to filings of this Red Herring Prospectus with the RoC. The amount raised pursuant to the Pre-IPO Placement was reduced from the
Issue, subject to compliance with Rule 19(2)(b) of the SCRR and the revised Issue size aggregates up to ₹ 7,596.00 million. The Pre-IPO Placement did
not exceed 20% of the size of the Issue. Our Company has appropriately intimated the subscribers to the Pre-IPO Placement, prior to the allotment
pursuant to the Pre-IPO Placement, that there is no guarantee that our Company may proceed with the Issue or the Issue may be successful and will
result into listing of the Equity Shares on the Stock Exchanges. Further, relevant disclosures in relation to such intimation to the subscribers to the Pre-
IPO Placement have been appropriately made in the relevant sections of this Red Herring Prospectus and shall be made in the relevant sections of the
Prospectus.
(1) The cumulative amount to be utilized towards general corporate purposes (including amount of Pre-IPO Placement) and unidentified inorganic
acquisitions shall not exceed 35% of the Gross Proceeds, whereby, the total amount to be utilized towards unidentified inorganic acquisitions shall be at
least ₹ 900.00 million. The amount to be utilized towards general corporate purpose (including amount of Pre-IPO Placement) shall not exceed 25% of
the Gross Proceeds.
(2) The aggregate proceeds of the Pre-IPO Placement and the Issue is ₹ 8,856.00 million and the Issue expenses apportioned to our Company (including the
expenses for the Pre-IPO Placement) is ₹ [●] million. Accordingly, the aggregate of the Net Proceeds and the proceeds of the Pre-IPO Placement is ₹[●]
million. For details with respect to the fees and expenses related to the Issue, please refer to “Objects of the Issue - Issue related expenses” on page 120.
The proceeds from the Pre-IPO Placement (excluding the expenses for the Pre-IPO Placement) aggregating to ₹[●] shall be utilised towards general
corporate purposes.
For further details, see “Objects of the Issue” beginning on page 105.
Aggregate pre-Issue and post-Issue shareholding of our Promoter and members of our Promoter Group, as a percentage
of our paid-up Equity Share capital
The aggregate pre-Issue shareholding of our Promoter as a percentage of the pre-Issue paid-up Equity Share capital and post-
Issue paid-up Equity Share capital of our Company is set out below:
S Name Number of Equity Shares Percentage of the pre- Number of Equity Percentage of the post-
r. of face value ₹ 10 each as Issue paid-up Equity Shares of face value ₹ Issue paid-up Equity
N on the date of this Red Share capital (%) 10 each post-Issue* Share capital (%)*
o Herring Prospectus
.
1. B EL 281,430,000^ 95.26 [●] [●]
Total 281,430,000 95.26 [●] [●]
^ Includes 50 Equity Shares of face value ₹ 10 each, each held by Mysore Ramachandrasetty Jaishankar, Nirupa Shankar, Vineet Verma, Pradyumna
Krishnakumar, Suresh Yadwad and Pavitra Shankar wherein the beneficial interest on such Equity Shares is with BEL.
* To be updated at Prospectus.
None of the members of our Promoter Group hold any Equity Shares in our Company.
For further details, see the section titled “Capital Structure” on page 94.
Shareholding of our Promoter, members of our Promoter Group and additional top 10 Shareholders of our Company
The pre-Issue and post-Issue shareholding, of our Promoter, members of our Promoter Group and additional top 10 Shareholders
(apart from Promoter) as on the date of this Red Herring Prospectus is set forth below:
21S. Pre-Offer Shareholding as on date of this Red Herring Post-Offer Shareholding as at Allotment*1
No. Prospectus
Name of the Number of Equity Pre-Offer At the lower end of the At the upper end of the
Shareholder Shares of face value of Shareholding, Price Band (₹[●]*) Price Band (₹[●]*)
₹ 10 each on a fully Number Post-offer Number Post-offer
diluted basis of Equity Shareholding of Equity Shareholding
(%) Shares of (%)* Shares of (%)*
face face
value of ₹ value of ₹
10 each* 10 each*
Promoter
1. BEL 281,430,000** 95.26 [●] [●] [●] [●]
Promoter Group
1. NA Nil NA NA NA NA NA
Additional top 10 Shareholders
1. 360 ONE 4,444,444 1.50 [●] [●] [●] [●]
Special
Opportunities
Fund – Series 9;
2. 360 ONE 4,000,000 1.35 [●] [●] [●] [●]
Special
Opportunities
Fund – Series
12
3. 360 ONE 1,555,556 0.53 [●] [●] [●] [●]
Special
Opportunities
Fund – Series
11
4. 360 ONE 1,555,556 0.53 [●] [●] [●] [●]
Special
Opportunities
Fund – Series
13
5. 360 ONE 1,333,333 0.45 [●] [●] [●] [●]
Large Value
Fund – Series 2
6. 360 ONE 1,111,111 0.38 [●] [●] [●] [●]
Special
Opportunities
Fund – Series
10;
*To be filled in at the Prospectus stage.
** Includes 50 Equity Shares of face value ₹ 10 each, each held by Mysore Ramachandrasetty Jaishankar, Nirupa Shankar, Vineet Verma, Pradyumna
Krishnakumar, Suresh Yadwad and Pavitra Shankar wherein the beneficial interest on such Equity Shares is with BEL.
Notes:
1. Based on the Issue Price of ₹[●] and subject to finalisation of the Basis of Allotment.
Summary of Selected Financial Information
The details of our Equity Share capital, instruments entirely equity in nature, other equity, Net Worth, revenue from operations,
Restated Profit/ (Loss) for the year, Restated Earnings/ (Loss) per share attributable to the equity holders of the parent, Net
Asset Value per Equity Share and Total Borrowings as at and for the financial years ended March 31, 2025, March 31, 2024
and March 31, 2023 derived from the Restated Consolidated Summary Statements as follows:
(₹ in million, unless otherwise stated)
Particulars As at and for the year ended March 31,
2025 2024 2023
Equity Share capital^ 2,814.30 10.00 10.00
Instruments entirely equity in nature^ 15.00 2,819.30 2,819.30
Other equity (1,960.50) (2,158.90) (2,408.20)
Net Worth(1) 785.80 587.40 338.10
Revenue from operations 4,682.50 4,017.00 3,502.20
Restated Profit/ (Loss) for the year 236.60 311.40 (30.90)
Restated Earnings/ (Loss) per share (“EPS”) attributable to
the equity holders of the parent (nominal value per share ₹10)
- Basic EPS (₹)(2) 0.72 0.88 (0.14)
- Diluted EPS (₹)(3) 0.72 0.88 (0.14)
Net Asset Value per Equity Share (₹)(4) 2.79 2.09 1.20
Total Borrowings(5) 6,173.20 6,011.90 6,325.00
22Notes:
^ With effect from May 10, 2024, 28,043,000 OCRPS of face value ₹ 100 each held by BEL were converted into 280,430,000 Equity Shares of the Company of
face value ₹ 10 in the ratio of 10 Equity Shares of face value ₹ 10 each for each OCRPS held. Consequently, during the financial year ended March 31,
2025, instruments entirely equity in nature decreased by ₹ 2,804.30 million with a corresponding increase in Equity share capital.
(1) Net Worth is the aggregate value of the equity share capital and Instruments entirely equity in nature and Equity component of Compound Financial
Instruments and General reserves and Retained earnings.
(2) Basic EPS amounts are calculated by dividing the restated profit or loss attributable to equity holders of the Company by the weighted average number
of equity shares outstanding during the year as per Ind AS 33 – Earnings per share.
(3) Diluted EPS amounts are calculated by dividing the restated profit or loss attributable to equity holders of the Company by the weighted average
number of equity shares outstanding during the year plus the weighted average number of equity shares that would be issued on conversion of all the
dilutive potential equity shares into equity shares as per Ind AS 33 – Earnings per share.
(4) Net asset value per equity share is calculated by dividing Net Worth as at the end of the year by weighted average number of equity shares outstanding
during the respective year.
(5) Total Borrowings is the sum of borrowings under financial liabilities under non-current liabilities and borrowings under financial liabilities under
current liabilities on consolidated basis.
For further details, see “Restated Consolidated Summary Statements” and “Other Financial Information” beginning on pages
254 and 319, respectively.
Auditor’s qualifications which have not been given effect to in the Restated Consolidated Summary Statements
There are no qualifications of the Statutory Auditors in their audit reports on the financial statements of our Company for the
financial years ended March 31, 2025, March 31, 2024 and March 31, 2023 which have not been given effect to in the Restated
Consolidated Summary Statements.
Summary table of outstanding litigations
A summary of outstanding litigation proceedings involving our Company, Subsidiary, Promoter, KMPs, SMPs, Directors, and
Group Companies, to the extent applicable, and as disclosed in the section titled “Outstanding Litigation and Material
Developments” on page 351 in terms of the SEBI ICDR Regulations and the Materiality Policy as of the date of this Red Herring
Prospectus is provided below:
Category of Criminal Tax Statutory or Disciplinary actions by Material civil Aggregate
individuals / entities proceedings proceedings regulatory SEBI or Stock Exchanges litigation(1) amount
proceedings against our Promoter in the involved (₹ in
last five years, including million)(2)
outstanding action
Company
By the Company 1 NA NA NA Nil 1.14
Against the Company Nil 11 Nil NA Nil 381.01
Subsidiary
By the Subsidiary Nil NA NA NA Nil Nil
Against the Nil 2 Nil NA Nil 3.10
Subsidiary
Promoter
By Promoter 1 NA NA NA 4 561.41
Against Promoter 2 19 9 Nil 3 2,197.90
Directors
By the Directors Nil NA NA NA Nil Nil
Against the Directors 1 Nil Nil NA Nil 40.00
Key Managerial Personnel
By the Key Nil NA NA NA NA Nil
Managerial Personnel
Against the Key 1^ NA Nil NA NA 40.00
Managerial Personnel
Senior Management Personnel
By the Senior Nil NA NA NA NA Nil
Management
Personnel
Against the Senior Nil NA Nil NA NA Nil
Management
Personnel
(1) Determined in accordance with the Materiality Policy.
(2) To the extent ascertainable and quantifiable.
^ This includes an outstanding criminal proceeding against our Managing Director (also a Key Managerial Personnel), which is also reflecting under
outstanding criminal proceedings involving our Directors in the table above.
Our Group Companies are not party to any pending litigation which will have a material impact on our Company.
For further details, see “Outstanding Litigation and Material Developments” beginning on page 351.
23Risk Factors
The following is a summary of the top ten risk factors in relation to our Company:
1. We have entered into hotel operator services agreements and other related agreements with Marriott, Accor and
InterContinental Hotels Group to receive operating and marketing services for our hotels. In Fiscal 2025, two of our
hotels which are operated by Marriott contributed 43.81% of our revenue from operations. If these agreements are
terminated or not renewed, our business, results of operations, financial condition and cash flows may be adversely
affected.
2. A significant portion of our revenues is derived from our four hotels located in Bengaluru (Karnataka) (63.21% of
revenue from operations in Fiscal 2025 was from our hotels located in Bengaluru (Karnataka)). Further, we derive a
significant portion of our revenues from our hotels Sheraton Grand Bangalore at Brigade Gateway, Holiday Inn
Chennai OMR IT Expressway and Holiday Inn Bengaluru Racecourse (62.02% of the revenue from operations was
from these hotels in Fiscal 2025). Any adverse developments affecting such hotels or locations could have an adverse
effect on our business, financial condition, cash flows and results of operations.
3. We intend to develop five additional hotels and if we are unable to develop these hotels in a timely manner, our
business, results of operations, financial condition and cash flows will be adversely affected.
4. Our Company has incurred losses (on a consolidated basis) in Fiscal 2023. In the event we incur net loss in the future,
our business, results of operations, financial condition and cash flows may be adversely affected.
5. Our operations entail certain recurring expenses, and our inability to manage expenses may have an adverse effect on
our business, results of operations, financial condition and cash flows.
6. We derive a significant portion of our revenue from food and beverages (“F&B”) served at our hotels (32.75% of our
revenue from operations was from F&B in Fiscal 2025). Any failure to maintain the quality and hygiene standards of
the food and beverages that we offer, will adversely affect our business, results of operations, financial condition and
cash flows.
7. We have a large number of personnel deployed across our hotels, consequently we may be exposed to service related
claims and losses or employee disruptions that could have an adverse effect on our reputation, business, results of
operations, financial condition and cash flows. The attrition rate of our employees in Fiscal 2025 was 58.19%.
8. A portion of the Net Proceeds may be utilised for buying of undivided share in the land parcel owned by our Promoter
for which we have not entered into definitive agreements. Our Company proposes to construct a hotel on the undivided
share of the land parcel, the construction and development of which may face delays and thereby affect our business,
results of operations, financial condition and cash flows.
9. We propose to utilize a portion of the Net Proceeds to undertake acquisitions for which targets have not been identified.
Our inability to complete such transactions may adversely affect our competitiveness and growth prospects.
10. Our Company, Subsidiary, Promoter, Directors and Key Managerial Personnel are involved in certain legal and
regulatory proceedings. Any adverse decision in such proceedings may have a material adverse effect on our business,
financial condition, cash flows and results of operations.
For further details of the risks applicable to us, see “Risk Factors” beginning on page 31. Investors are advised to read the risk
factors carefully before making an investment decision in the Issue.
Summary table of contingent liabilities
The following is a summary table of our contingent liabilities as at March 31, 2025 as per Ind AS 37 – Provisions, Contingent
Liabilities and Contingent Assets:
(₹ in million)
Particulars As at March 31, 2025
Contingent Liabilities
Bank guarantee 22.10
Income tax demands 26.70
Goods and Services Tax demands 203.30
Property tax demand under litigation 287.40
For further details of our contingent liabilities as at March 31, 2025 as per Ind AS 37 – Provisions, Contingent Liabilities, and
Contingent Assets, see “Restated Consolidated Summary Statements– Note 27 – Commitments and Contingencies” and
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 297 and 322, respectively.
24Summary of related party transactions
The details of related party transactions of our Company for the Fiscals ended March 31, 2025, March 31, 2024 and March 31,
2023 as per Ind AS 24 – Related Party Disclosures read with SEBI ICDR Regulations based on Restated Consolidated Summary
Statements are set forth in the table below:
25(₹ in million, unless otherwise stated)
Sr. Name of related party Nature of transactions Nature of For the year ended % of total revenue For the year ended % of total revenue For the year % of total
No. Relationship March 31, 2025 from operations March 31, 2024 from operations ended March revenue from
31, 2023 operations
1. B rigade Enterprises Revenue from hospitality services Ultimate Parent 21.50 0.46% 13.10 0.33% 14.00 0.40%
Limited Company
2. B rigade Enterprises Reimbursement of expenses made by the 1.50 0.03% 18.30 0.46% 0.20 0.01%
Limited Company
3. B rigade Enterprises Interest on borrowings 147.60 3.15% 132.10 3.29% 112.70 3.22%
Limited
4. B rigade Enterprises Purchase of Materials - - 1.50 0.04% - -
Limited
5. B rigade Enterprises Rent paid 72.40 1.55% 59.70 1.49% 49.60 1.42%
Limited
6. B rigade Enterprises Capital advance paid 125.00 2.67% - - - -
Limited
7. B rigade Enterprises Loan proceeds - - - - 150.00 4.28%
Limited
8. B rigade Hospitality Purchase of Materials Fellow subsidiary 0.10 0.00% 0.00 0.00% 0.10 0.00%
Services Limited
9. B rigade Hospitality Revenue from hospitality services 0.90 0.02% 0.70 0.02% 0.30 0.01%
Services Limited
10. B rigade Hospitality Capital advance paid 7.60 0.16% - - - -
Services Limited
11. B rigade Hospitality Sale of Property, plant and equipment - - - - 44.40 1.27%
Services Limited
12. B rigade Hospitality Reimbursement of expenses made by the 7.50 0.16% 13.80 0.34% 0.10 0.00%
Services Limited Company
13. S ubramanian Revenue from hospitality services Other shareholders of 1.00 0.02% 0.90 0.02% - -
Engineering Limited the subsidiary
14. S ubramanian Reimbursement of expenses made by the company 0.40 0.01% 0.30 0.01% - -
Engineering Limited Company
15. S ubramanian Redemption of non-convertible debentures 5.40 0.12% - - - -
Engineering Limited
16. S ubramanian Sale of Property, plant and equipment - - - - 71.90 2.05%
Engineering Limited
17. S ubramanian Interest on non-convertible debentures 1.50 0.03% 1.40 0.03% 1.30 0.04%
Engineering Limited
18. B CV Developers Private Revenue from hospitality services Fellow subsidiary 0.00 0.00% - - 0.10 0.00%
Limited
19. B rigade Properties Revenue from hospitality services Fellow subsidiary 0.10 0.00% - - 0.60 0.02%
Private Limited
20. B rigade Properties Reimbursement of expenses made by the - - 0.80 0.02% 8.30 0.24%
Private Limited Company
21. B rigade Flexible Office Revenue from hospitality services Fellow subsidiary 0.10 0.00% 0.00 0.00% - -
Spaces Private Limited
22. B rigade Flexible Office Reimbursement of expenses made by the 0.10 0.00% 0.20 0.00% 0.30 0.01%
Spaces Private Limited Company
23. W TC Trades & Projects Revenue from hospitality services Fellow subsidiary 1.50 0.03% 5.10 0.13% 2.20 0.06%
26(₹ in million, unless otherwise stated)
Sr. Name of related party Nature of transactions Nature of For the year ended % of total revenue For the year ended % of total revenue For the year % of total
No. Relationship March 31, 2025 from operations March 31, 2024 from operations ended March revenue from
31, 2023 operations
Private Limited
24. W TC Trades & Projects Reimbursement of expenses made by the 20.20 0.43% 21.80 0.54% 18.40 0.53%
Private Limited Company
25. B rigade (Gujarat) Revenue from hospitality services Fellow subsidiary 0.60 0.01% 0.20 0.00% 0.40 0.01%
Projects Private Limited
26. B rigade (Gujarat) Reimbursement of expenses made by the 0.10 0.00% 0.30 0.01% - -
Projects Private Limited Company
27. B rigade (Gujarat) Reimbursement of expenses received by 0.30 0.01% - - - -
Projects Private Limited the Company
28. P erungudi Real Estates Revenue from hospitality services Fellow subsidiary 0.20 0.00% 0.40 0.01% 0.90 0.03%
Private Limited
29. B rigade Foundation Trust Revenue from hospitality services Fellow subsidiary 0.00 0.00% 0.20 0.00% - -
30. B rigade Innovations LLP Revenue from hospitality services Fellow subsidiary 1.60 0.03% 0.30 0.01% 0.70 0.02%
31. M ysore Holdings Private Revenue from hospitality services Fellow subsidiary 0.20 0.00% 0.80 0.02% - -
Limited
32. B adri Palaniappan Revenue from hospitality services Director of Subsidiary 0.00 0.00% 0.00 0.00% 0.00 0.00%
Company (KMP)
33. S RP Gears Pvt Ltd Revenue from hospitality services Entities in which the 0.00 0.00% 0.00 0.00% 0.00 0.00%
other shareholders of
the Subsidiary
Company exercises
control/significant
influence
34. N irupa Shankar ROU asset acquired Director of Holding 89.50 1.91% - - - -
Company (KMP)
35. P avitra Shankar ROU asset acquired Relative of KMP 89.50 1.91% - - - -
36. N irupa Shankar Lease liabilities consequent to the ROU Director of Holding 89.50 1.91% - - - -
asset acquired Company (KMP)
37. P avitra Shankar Lease liabilities consequent to the ROU Relative of KMP 89.50 1.91% - - - -
asset acquired
38. N irupa Shankar Interest on lease liabilities Director of Holding 5.70 0.12% - - - -
Company (KMP)
39. P avitra Shankar Interest on lease liabilities Relative of KMP 5.70 0.12% - - - -
40. N irupa Shankar Security deposit – lease Director of Holding 25.00 0.53% - - - -
Company (KMP)
41. P avitra Shankar Security deposit – lease Relative of KMP 25.00 0.53% - - - -
42. B ijou Kurien Sitting Fees Director of Holding 1.60 0.03% - - - -
Company (KMP)
43. N akul Anand Sitting Fees Director of Holding 0.80 0.02% - - - -
Company (KMP)
44. A nup S. Shah Sitting Fees Director of Holding 1.30 0.03% - - - -
Company (KMP)
45. J yoti Narang Sitting Fees Director of Holding 1.50 0.03% - - - -
Company (KMP)
46. S anjeev Sridharan Sitting Fees Director of Subsidiary 0.00 0.00% - - - -
Company (KMP)
27(₹ in million, unless otherwise stated)
Sr. Name of related party Nature of transactions Nature of For the year ended % of total revenue For the year ended % of total revenue For the year % of total
No. Relationship March 31, 2025 from operations March 31, 2024 from operations ended March revenue from
31, 2023 operations
47. S usan Mathew Sitting Fees Director of Subsidiary 0.20 0.00% 0.10 0.00% 0.10 0.00%
Company (KMP)
48. R ayan Aranha Salaries and allowances (short-term Manager (KMP) 5.40 0.12% 1.90 0.05% - -
employee benefits)
49. A kanksha Bijawat Salaries and allowances (short-term Company Secretary 2.20 0.05% - - - -
employee benefits) (KMP)
50. A nanda Natarajan Salaries and allowances (short-term Chief Financial 3.60 0.08% - - - -
employee benefits) Officer (KMP)
51. P Shivaleela Reddy Salaries and allowances (short-term Company Secretary 0.40 0.01% 0.60 0.01% - -
employee benefits) (KMP)
52. N iddhi Parekh Salaries and allowances (short-term Company Secretary - - 0.10 0.00% 0.60 0.02%
employee benefits) (KMP)
1. 0.00 represents transactions with amounts being less than ₹ 50,000.
2. Salaries and allowances (short-term employee benefits) do not include gratuity and compensated absences cost as the same are provided for based on the actuarial valuation made at Company level.
3. 0.00% represents percentages less than 0.005%.
List of related party transactions of our Company which are eliminated on consolidation, are as disclosed below:
(in ₹ million)
Nature of transaction Name of related party For the Fiscals ended
March 31, 2025 March 31, 2024 March 31, 2023
Reimbursement of expenses made by the Company SRP Prosperita Hotel 1.30 1.20 5.80
Rent paid Ventures Limited (Subsidiary) 0.10 - 3.30
Security deposit paid 0.10 - -
Revenue from hospitality services - 1.50 -
Security deposit received back - - 3.30
Interest income on non-convertible debentures 3.70 3.40 3.00
Redemption of non-convertible debentures 25.80 - -
For further details, see “Other Financial Information - Related Party Transactions” on page 321.
28Financing Arrangements
Our Promoter, members of our Promoter Group, directors of our Promoter, our Directors and their relatives have not financed
the purchase by any other person of securities of our Company other than in the normal course of the business of the financing
entity during the period of six months immediately preceding the date of this Red Herring Prospectus.
Weighted average price at which the specified securities were acquired by our Promoter in the one year preceding the
date of this Red Herring Prospectus
No Equity Shares were acquired by our Promoter in the last one year preceding the date of this Red Herring Prospectus.
Average cost of acquisition of Equity Shares of our Promoter
The average cost of acquisition of our Promoter as on the date of this Red Herring Prospectus is as follows:
Name Number of Equity Shares of face value ₹ 10 each Average cost of acquisition per Equity
as on the date of this Red Herring Prospectus Share*(in ₹)
BEL 281,430,000^# 10.00
^ Includes 50 Equity Shares of face value ₹ 10 each, each held by Mysore Ramachandrasetty Jaishankar, Nirupa Shankar, Vineet Verma, Pradyumna
Krishnakumar, Suresh Yadwad and Pavitra Shankar wherein the beneficial interest on such Equity Shares lies with BEL.
# Pursuant to the Scheme of Arrangement, the Company issued 28,043,000 Optionally Convertible Redeemable Preference Shares of face value of ₹ 100 each
(“OCRPS”) of the Company against the transfer of hotel business undertaking of BEL. With effect from May 10, 2024, pursuant to the option exercised by
BEL, the holder of the OCRPS, and approval of the Board of Directors of the Company, 28,043,000 OCRPS have been converted to 280,430,000 equity shares
of the Company of ₹ 10 each at a ratio of 1:10 (i.e., 10 Equity Shares issued for every 1 OCRPS held by BEL). For details of the technical issues in relation to
filing Forms SH-7 and the ratification of the abovementioned allotment, see “Risk Factor – 29. There may be delays in completing certain of our statutory and
regulatory filings. We cannot assure you that no actions, regulatory or otherwise, will be initiated against our Company in the future in relation to such delays,
which could adversely affect our financial condition, results of operations and reputation” on page 53.
*As certified by Manian & Rao, by way of their certificate dated July 18, 2025.
Details of price at which specified securities were acquired by the Promoter, members of our Promoter Group and
Shareholders with special rights in the last three years preceding the date of this Red Herring Prospectus
Except as stated below, there have been no specified securities that were acquired in the last three years preceding the date of
this Red Herring Prospectus, by our Promoter and members of our Promoter Group. Further, there are no Shareholders with
special rights in our Company.
The details of the price at which the acquisition of Equity Shares were undertaken by our Promoter in the last three years
preceding the date of this Red Herring Prospectus are stated below:
Sr. Name Category Date of acquisition of Number of Equity Face value Acquisition
No. the Equity Shares Shares acquired of (in ₹) price per Equity
face value ₹ 10 each Share* (in ₹)
1. BEL Promoter May 10, 2024 280,430,000 10 10^
* As certified by Manian & Rao, by way of their certificate dated July 18, 2025.
^ Pursuant to the Scheme of Arrangement, the Company issued 28,043,000 Optionally Convertible Redeemable Preference Shares of face value of ₹ 100 each
(“OCRPS”) of the Company against the transfer of hotel business undertaking of BEL. With effect from May 10, 2024, pursuant to the option exercised by
BEL, the holder of the OCRPS, and approval of the Board of Directors of the Company, 28,043,000 OCRPS have been converted to 280,430,000 equity shares
of the Company of ₹ 10 each at a ratio of 1:10 (i.e., 10 Equity Shares issued for every 1 OCRPS held by BEL). For details of the technical issues in relation to
filing Forms SH-7 and the ratification of the abovementioned allotment, see “Risk Factor – 29. There may be delays in completing certain of our statutory and
regulatory filings. We cannot assure you that no actions, regulatory or otherwise, will be initiated against our Company in the future in relation to such delays,
which could adversely affect our financial condition, results of operations and reputation” on page 53.
Weighted average cost of acquisition of specified securities transacted in one year, eighteen months and three years
preceding the date of this Red Herring Prospectus:
Period Weighted average cost Cap Price is ‘x’ times Range of acquisition price
of acquisition per the weighted average per Equity Share: lowest
Equity Share (in ₹)* cost of acquisition# price – highest price (in ₹)*
Last one year preceding the date of this Red Herring 90.00 [●] 90.00
Prospectus
Last 18 months preceding the date of this Red Herring 13.80^ [●] 10.00 – 90.00
Prospectus
Last three years preceding the date of this Red Herring 13.80^ [●] 10.00 – 90.00
Prospectus
* As certified by Manian & Rao, by way of their certificate dated July 18, 2025.
^ Pursuant to the Scheme of Arrangement, the Company issued 28,043,000 Optionally Convertible Redeemable Preference Shares of face value of ₹ 100 each
(“OCRPS”) of the Company against the transfer of hotel business undertaking of BEL. With effect from May 10, 2024, pursuant to the option exercised by
BEL, the holder of the OCRPS, and approval of the Board of Directors of the Company, 28,043,000 OCRPS have been converted to 280,430,000 equity shares
of the Company of ₹ 10 each at a ratio of 1:10 (i.e., 10 Equity Shares issued for every 1 OCRPS held by BEL). For details of the technical issues in relation to
filing Forms SH-7 and the ratification of the abovementioned allotment, see “Risk Factor – 29. There may be delays in completing certain of our statutory and
regulatory filings. We cannot assure you that no actions, regulatory or otherwise, will be initiated against our Company in the future in relation to such delays,
which could adversely affect our financial condition, results of operations and reputation” on page 53.
29#To be updated upon finalisation of the price band.
Details of pre-IPO Placement
Our Company had proposed to make a pre-IPO placement in the Draft Red Herring Prospectus through a private placement,
preferential offer or any other method as may be permitted under applicable law to any person(s), aggregating upto ₹ 1,800
million. Our Company, in consultation with the Book Running Lead Managers, undertook the Pre-IPO Placement, as permitted
under applicable law, aggregating to ₹1,260.00 million. The Pre-IPO Placement was at a price decided by our Company, in
consultation with the Book Running Lead Managers and was completed prior to filing of this Red Herring Prospectus with the
RoC. The amount raised pursuant to the Pre-IPO Placement was reduced from the Issue, subject to compliance with Rule
19(2)(b) of the SCRR and the revised Issue size aggregates up to ₹ 7,596.00 million. The Pre-IPO Placement did not exceed
20% of the size of the Issue. Our Company has appropriately intimated the subscribers to the Pre-IPO Placement, prior to the
allotment pursuant to the Pre-IPO Placement, that there is no guarantee that our Company may proceed with the Issue or the
Issue may be successful and will result into listing of the Equity Shares on the Stock Exchanges. Further, relevant disclosures
in relation to such intimation to the subscribers to the Pre-IPO Placement have been appropriately made in the relevant sections
of this Red Herring Prospectus and shall be made in the relevant sections of the Prospectus.
Summary of the Scheme of Arrangement
Pursuant to a resolution dated July 27, 2017, passed by our Board, our Company, our Promoter, Brigade Enterprises Limited
(“BEL”), our Group Company, Brigade Hospitality Services Limited (“BHSL”), and a member of our Promoter Group,
Augusta Club Private Limited (“ACPL”), filed the Scheme of Arrangement under Sections 231 to 232 of the Companies Act,
2013 before the National Company Law Tribunal, Bengaluru bench (“NCLT”). The objective of the Scheme of Arrangement
was to segregate the (i) hotels, (ii) ‘integrated clubs and convention centres’, and (iii) ‘Augusta club’ business undertakings
controlled by BEL and transfer them to our Company, BHSL and ACPL, respectively. The Scheme of Arrangement was
approved by the NCLT on March 13, 2018.
For further details, see “History and Certain Corporate Matters - Details regarding material acquisitions or divestments of
business/ undertakings, mergers, amalgamation, etc. since the date of incorporation – Scheme of Arrangement” on page 225
of this Red Herring Prospectus.
Issuance of Equity Shares in the last one year for consideration other than cash or by way of bonus issue
Except as disclosed in “Capital Structure” beginning on page 94, our Company has not issued any Equity Shares for
consideration other than cash or by way of bonus issue in the last one year preceding the date of this Red Herring Prospectus.
For further details, see “Capital Structure – Notes to the Capital Structure – Share capital history of our Company – (a) Equity
Share capital” on page 95.
Any split/consolidation of Equity Shares in the last one year
Our Company has not undertaken a split or consolidation of the Equity Shares in the one year preceding the date of this Red
Herring Prospectus.
Exemption from complying with any provisions of securities laws, if any, granted by SEBI
As on the date of this Red Herring Prospectus, our Company has not applied for any exemption from the SEBI from
compliance with any provisions of securities laws including the SEBI ICDR Regulations.
30SECTION II: RISK FACTORS
An investment in Equity Shares involves a high degree of risk. Prospective investors should carefully consider all the
information in this Red Herring Prospectus, including the risks and uncertainties described below, before making an investment
in our Equity Shares. The risks described below are not the only ones relevant to us or our Equity Shares, the industry and
segments in which we currently operate or propose to operate. Additional risks and uncertainties, not presently known to us or
that we currently deem immaterial may also impair our business, results of operations, financial condition and cash flows. If
any of the following risks, or other risks that are not currently known or are currently deemed immaterial, actually occur, our
business, results of operations, financial condition and cash flows could be adversely affected, the trading price of our Equity
Shares could decline, and you may lose all or part of your investment. To obtain a complete understanding of our Company
and our business, prospective investors should read this section in conjunction with “Industry Overview”, “Our Business”,
“Restated Consolidated Summary Statements” and “Management’s Discussions and Analysis of Financial Condition and
Results of Operations” on pages 148, 188, 254 and 322, respectively, as well as the financial, statistical and other information
contained in this Red Herring Prospectus. In making an investment decision, prospective investors must rely on their own
examination of us and our business and the terms of the Issue including the merits and risks involved.
Potential investors should consult their tax, financial and legal advisors about the particular consequences of an investment in
our Equity Shares. Prospective investors should pay particular attention to the fact that our Company and Subsidiary are
incorporated under the laws of India and are subject to a legal and regulatory environment, which may differ in certain respects
from that of other countries.
This Red Herring Prospectus also contains forward-looking statements that involve risks, assumptions, estimates and
uncertainties. Our actual results could differ materially from those anticipated in these forward-looking statements as a result
of certain factors, including the considerations described below and elsewhere in this Red Herring Prospectus. For details, see
“Forward Looking Statements” on page 18. Unless specified or quantified in the relevant risk factors below, we are not in a
position to quantify the financial or other implications of any of the risks described in this section.
Unless otherwise indicated, industry and market data used in this section has been derived from the industry report titled “India
Hotel Sector” dated July 6, 2025 (the “Horwath HTL Report”) prepared and issued by Crowe Horwath HTL Consultants
Private Limited (“Horwath HTL”), appointed by us pursuant to an engagement letter dated March 7, 2024 (accepted by our
Company on March 13, 2024) and the revised engagement letter dated December 19, 2024 read with the addendum to the
engagement letter dated May 2, 2025 and exclusively commissioned and paid for by us to enable the investors to understand
the industry in which we operate in connection with the Issue. The Horwath HTL Report is available on the website of our
Company at https://bhvl.in/investors/industry-report/ until the Bid / Issue Closing Date. Also see, “Certain Conventions, Use
of Financial Information and Market Data and Currency of Presentation – Industry and Market Data” on page 15. The data
included herein includes excerpts from the Horwath HTL Report and may have been re-ordered by us for the purposes of
presentation. There are no parts, data or information (which may be relevant for the proposed Issue), that has been left out or
changed in any manner. The Horwath HTL Report has also been included in “Material Contracts and Documents for Inspection
– Material Documents” on page 424. Unless otherwise indicated, financial, operational, industry and other related information
derived from the Horwath HTL Report and included herein with respect to any particular calendar year or Fiscal refers to
such information for the relevant calendar year or Fiscal. Further, references to various segments in the Horwath HTL Report
and information derived therefrom are references to industry segments and in accordance with the presentation, analysis and
categorisation in the Horwath HTL Report. Our segment reporting in our financial statements is based on the criteria set out
in Ind AS 108, Operating Segments and we do not present such industry segments as operating segments.
Internal Risk Factors
1. We have entered into hotel operator services agreements and other related agreements with Marriott, Accor and
InterContinental Hotels Group to receive operating and marketing services for our hotels. In Fiscal 2025, two of our
hotels which are operated by Marriott contributed 43.81% of our revenue from operations. If these agreements are
terminated or not renewed, our business, results of operations, financial condition and cash flows may be adversely
affected.
We currently have a portfolio of nine operating hotels. Of these, four hotels are operated under Accor brands, three hotels are
operated under InterContinental Hotels Group, two hotels are operated under Marriott brands. For further information on our
hotels, see “Our Business – Description of Our Business” on page 199. The following table sets forth details of our relationship
with each of our hotel operators, along with revenue attributable to our hotels operated by each of them for the years indicated:
31Revenue from Average Number Fiscal 2025 Fiscal 2024 Fiscal 2023
hotels operated period of of hotels
by relationship/ operated Amount Percentage Amount Percentage Amount Percentage
tenure (in (₹ of revenue (₹ of revenue (₹ of revenue
years) million) from million) from million) from
operations operations operations
Marriott 19 2 2,051.61 43.81% 1,708.15 42.52% 1,438.53 41.08%
Accor 17 4 1,115.05 23.81% 956.59 23.81% 893.98 25.53%
InterContinental 13 3 1,485.52 31.72% 1,325.53 33.00% 1,143.22 32.64%
Hotels Group
Further, we benefit from agreements entered into with (i) Marriott for use of their Sheraton Grand and Four Points by Sheraton
brands; (ii) Accor for use of their Grand Mercure and ibis Styles brands; and (iii) InterContinental Hotels Group for use of their
Holiday Inn and Holiday Inn Express and Suites brands. The hotel operation agreements provide the hotel operator with day-
to-day operational discretion, including personnel management, setting price and rate schedules, managing food and beverage
service, procurement of inventories, supplies and services, negotiating and executing agreements with third parties such as
vendors, licensees and concessionaires and carrying out marketing, sales, reservations and advertising operations for the hotel,
among others. For our hotels, we are generally obliged to pay one time fees for design and construction consulting services, as
well as, periodic operating fees, management fees, royalty fees for licensing the use of certain trademarks, fees for centralised
services, trainings, reservations and loyalty programs and other technical services rendered based on invoices raised and
reimbursements for advertising, marketing, promotion, sales and software related expenses incurred by the hotel operators.
Pursuant to such agreements, we are required to maintain good and marketable title in the freehold property and hotel building,
free and clear of any and all liens, encumbrances, or other charges. We are obliged not to enter into any agreement for the sale
or transfer of some of the hotels unless we obtain prior written consent of the respective hotel operator. Further, we may be
required to notify hotel operators of our intent to develop a new hotel in a defined area and in good faith negotiate an operating
agreement for such hotel as per present or future agreements, we execute.
Set out below are details of the tenure of our hotel operations agreement in relation to each of our hotels:
Hotels Hotel Operator Date of Agreement
Grand Mercure Bangalore (Karnataka) Accor Dated May 14, 2008 valid until May 31, 2029
Sheraton Grand Bangalore at Brigade Marriott Dated October 4, 2006 valid until December 31,
Gateway (Karnataka) 2026
Grand Mercure Mysore (Karnataka) Accor Dated December 11, 2013 valid until April 28,
2031
Holiday Inn Chennai OMR IT InterContinental Hotels Dated May 4, 2012 valid until April 1, 2032
Expressway (Tamil Nadu) Group
Holiday Inn Bengaluru Racecourse InterContinental Hotels Dated October 31, 2018 valid until February 3,
(Karnataka) Group 2035
Four Points by Sheraton Kochi Marriott Dated July 1, 2016 valid until December 31, 2034
Infopark (Kerala)
Grand Mercure Ahmedabad GIFT City Accor Dated January 28, 2019 valid until December 18,
(Gujarat) 2034
Holiday Inn Express & Suites InterContinental Hotels Dated November 17, 2014 valid until August 21,
Bengaluru OMR (Karnataka) Group 2035
ibis Styles Mysuru (Karnataka) Accor Dated December 6, 2023 valid until August 17,
2039
While we have not experienced any instances of termination, fines or penalties in the last three Fiscals, we cannot assure you
that we will be able to fully comply with all terms of our agreements entered into with the hotel operators. In the event that any
of such agreements are terminated, on account of non-compliance or on other grounds, we may be required to pay damages to
hotel operators. In addition, we may be unable to find another hotel operator for that hotel in a timely manner, or at all, and may
have to operate that hotel ourselves. Further, if our hotel operator services agreements are terminated or not renewed, we may
not be able to use the brands and loyalty programs of the hotel operators to market our hotels. Such occurrences may adversely
affect our business, results of operations, financial condition and cash flows.
In the event our agreements with hotel operators are terminated prior to their tenure, or if not renewed, we may not have access
to their brands and their loyalty programs. Further, we may seek to rebrand our hotel assets subject to approval of the hotel
operators or reposition our properties by using alternate brands at our hotels. In the event we are unable to execute agreements
with international brands of similar or higher positioning than the existing brands, our business, results of operations, financial
condition and cash flows may be adversely affected including due to disruptions and expenses related to such re-branding.
32Pursuant to the hotel operations agreements entered into with our hotel operators, we are obliged to pay fees linked to our
revenue and profitability for services and know-how rendered by these hotel operators. In addition, we are also required to pay
certain fees which are linked to our revenue for the trademark licence granted by these hotel operators under the relevant
trademark license agreements. The following table sets forth details of the operator management fees and other fees and charges
paid by us to the hotel operators for our hotels for the years indicated:
Particular Fiscal 2025 Fiscal 2024 Fiscal 2023
Amount Percentage Amount Percentage Amount Percentage
(₹ of revenue (₹ of revenue (₹ of revenue
million) from million) from million) from
operations operations operations
Operator management fees and other fees 205.25 4.38% 173.49 4.32% 150.93 4.31%
& charges
2. A significant portion of our revenues is derived from our four hotels located in Bengaluru (Karnataka) (63.21% of
revenue from operations in Fiscal 2025 was from our hotels located in Bengaluru (Karnataka)). Further, we derive
a significant portion of our revenues from our hotels Sheraton Grand Bangalore at Brigade Gateway, Holiday Inn
Chennai OMR IT Expressway and Holiday Inn Bengaluru Racecourse (62.02% of the revenue from operations was
from these hotels in Fiscal 2025). Any adverse developments affecting such hotels or locations could have an adverse
effect on our business, financial condition, cash flows and results of operations.
Out of our nine operating hotels, four hotels are located in Bengaluru (Karnataka). We derive a significant portion of our
revenues from our hotels located in Bengaluru (Karnataka). The table below sets forth our revenue from each of the cities where
our hotels are located and its percentage to total revenue from operations, along with the number of our hotels located in each
of the below-mentioned cities, for the years indicated:
Cities Number Fiscal 2025 Fiscal 2024 Fiscal 2023
of Hotels
Amount Percentage Amount Percentage Amount Percentage
(₹ of revenue (₹ of revenue (₹ of revenue
million) from million) from million) from
operations operations operations
Bengaluru 4 2,960.00 63.21% 2,527.05 62.91% 2,268.35 64.77%
(Karnataka)
Mysuru (Karnataka) 2* 399.99 8.54% 332.90 8.29% 325.62 9.30%
Chennai (Tamil Nadu) 1 647.19 13.83% 586.95 14.61% 478.62 13.66%
Kochi (Kerala) 1 430.04 9.18% 362.02 9.01% 260.77 7.45%
Ahmedabad (Gujarat) 1 245.28 5.24% 208.08 5.18% 168.84 4.82%
Total 9 4,682.50 100.00% 4,017.00 100.00% 3,502.20 100.00%
*Ibis Styles Mysuru became operational since October 4, 2024. We had only one hotel in Mysuru (Karnataka) in Fiscals 2024 and 2023.
Operation of our hotels in these cities may be impacted owing to social, political or economic factors or natural calamities or
civil disruptions in these regions. While we have not experienced any significant disruptions in the last three Fiscals, except for
the Covid-19 pandemic, any such occurrences in the future may adversely affect our business, results of operations, financial
condition and cash flows. We cannot assure you that we will be able to address our reliance on these select hotels and hotels
located in these regions, in the future. Also, see “Risk Factors – 65. The COVID-19 pandemic affected our business and
operations and any future pandemic or widespread public health emergency in the future, could affect our business, financial
condition, cash flows and results of operations.” on page 72.
Further, historically, we have derived a significant portion of our revenues from hotels Sheraton Grand Bangalore at Brigade
Gateway, Holiday Inn Chennai OMR IT Expressway and Holiday Inn Bengaluru Racecourse. The table below sets forth our
revenue from operations from such hotels for the years indicated:
Hotels City Fiscal 2025 Fiscal 2024 Fiscal 2023
Amount Percentage Amount Percentage Amount Percentage
(₹ of revenue (₹ of revenue (₹ of revenue
million) from million) from million) from
operations operations operations
Sheraton Grand Bengaluru, 1,621.57 34.63% 1,346.13 33.51% 1,177.75 33.63%
Bangalore at Karnataka
Brigade Gateway
Holiday Inn Chennai, Tamil 647.19 13.82% 586.95 14.61% 478.62 13.67%
Chennai OMR IT Nadu
33Hotels City Fiscal 2025 Fiscal 2024 Fiscal 2023
Amount Percentage Amount Percentage Amount Percentage
(₹ of revenue (₹ of revenue (₹ of revenue
million) from million) from million) from
operations operations operations
Expressway
Holiday Inn Bengaluru, 635.24 13.57% 545.82 13.59% 500.89 14.30%
Bengaluru Karnataka
Racecourse
Total 2,904.00 62.02% 2,478.90 61.71% 2,157.26 61.60%
Any decrease in revenues from these hotels, whether due to increased competition, an oversupply of hotel rooms, or a reduction
in demand in the regions where these hotels operate, could have an adverse effect on our business, results of operations, financial
condition and cash flows.
3. We intend to develop five additional hotels and if we are unable to develop these hotels in a timely manner, our
business, results of operations, financial condition and cash flows will be adversely affected.
As of the date of this Red Herring Prospectus, we have a portfolio of nine operating hotels across Bengaluru (Karnataka),
Chennai (Tamil Nadu), Kochi (Kerala), Mysuru (Karnataka) and the GIFT City (Gujarat). We intend to develop five additional
hotels. In particular, we plan to develop a luxury beach resort in Chennai (Tamil Nadu) and two upper midscale hotels in
Bengaluru (Karnataka). With respect to the luxury beach resort, we have entered into a management agreement with Hyatt to
develop the resort under the ‘Grand Hyatt’ brand. Similarly, with respect to the two upper midscale hotels in Bengaluru
(Karnataka), we have entered into definitive agreements with Marriott to develop these hotels under the ‘Fairfield by Marriott’
brand. We also intend to develop a luxury hotel under the InterContinental brand in Hyderabad (Telangana), for which our
Promoter, BEL, has entered into a definitive agreement with InterContinental Hotels Group. In addition, we plan to develop a
wellness resort on 14.70 acres in Vaikom, Kerala of which we own 7.08 acres and have entered into a memorandum of
agreement dated October 21, 2024 with Brigade Hospitality Services Limited to purchase the balance 7.62 acres. We have also
entered into a definitive agreement with Marriott to develop this resort under ‘The Ritz-Carlton’ brand. We intend to complete
the construction of the luxury beach resort in Chennai (Tamil Nadu) and two upper midscale hotels in Bengaluru (Karnataka)
by Fiscal 2028 and the remaining two hotels (including the wellness resort) by Fiscal 2029.
Development and construction of hotels subject us to inherent development risks, including:
• the identification of, conducting diligence on and ascertaining title rights associated with suitable strategically located
properties and the acquisition of such properties on favourable terms;
• competition from other real estate owner and developers, which may increase the purchase price of a desired property;
• insufficient cash from operations, or an inability to obtain the necessary debt or equity financing on satisfactory terms, to
consummate an acquisition or a development project;
• availability, terms and conditions associated with and timely receipt of zoning and other regulatory approvals, the denial
of which could delay or prevent placing a hotel into operation;
• the cost and timely completion of construction (including unanticipated risks beyond our control, such as weather
conditions or labour suspension, shortages of materials or labour and construction cost overruns);
• our dependency on the third parties whom we contract to construct our hotels, including their ability to meet construction
timing, quality and budget expectations;
• design or construction defects that could result in additional costs associated with repair, delay or the closing of part or all
of a property during such repair period;
• the resulting lack of capitalization on any investment related to identifying and valuing development opportunities, should
we subsequently decide to abandon such opportunities; and
• the ability to achieve an acceptable level of occupancy or tenancy upon completion of construction.
These risks could result in substantial unanticipated delays or expenses as well alteration to the design and operational
parameters of our properties. Under certain circumstances, these risks could prevent completion of hotel properties once
undertaken, resulting in capital expenditure incurred and investments made being written off or making the project less
profitable than originally estimated, or not profitable at all, and therefore have an adverse effect on our business, results of
operations, financial condition and cash flows. For instance, the construction of our hotel ibis Styles Mysuru experienced a
delay of over two years due to the COVID-19 pandemic.
34From time to time, we may enter into definitive or non-binding memoranda of understanding (“MoUs”) for development of
hotels in future. For example, we have entered into (i) a definitive agreement with Marriott for a hotel to be situated at OMR in
Chennai (Tamil Nadu) under the “JW Marriott” brand; (ii) a non-binding MoU with Marriott for a hotel to be situated at World
Trade Center in Chennai (Tamil Nadu) under the “Courtyard by Marriott” brand; and (iii) a non-binding MoU with Marriott
for a hotel to be situated in World Trade Center in Thiruvananthapuram (Kerala) under the “Marriott” brand. In the event that
any of such agreements are terminated, we may be unable to find another hotel operator for that hotel in a timely manner, or at
all, which could delay the commencement of operations, which in turn could have an impact on our business, results of
operations, financial condition and cash flows. Further, as of the date of this Red Herring Prospectus, we do not have any land
or building arrangements where the aforementioned hotels may be situated. We cannot assure you that we will be able to secure
such arrangements on terms that are favorable to us, or at all. If we are unable to secure appropriate land or building
arrangements, it could delay or prevent the development of such hotels, which may adversely affect our business, results of
operations, financial condition and cash flows.
4. Our Company has incurred losses (on a consolidated basis) in Fiscal 2023. In the event we incur net loss in the
future, our business, results of operations, financial condition and cash flows may be adversely affected.
Our Company has incurred losses (on a consolidated basis) in Fiscal 2023. The table sets forth details of losses after tax for the
years indicated:
Particulars Losses after tax for Fiscal Losses after tax for Fiscal Losses after tax for Fiscal
2025 2024 2023
(₹ million)
Restated profit/ (loss) Not applicable* Not applicable* (30.90)
for the year
*The table above only includes the losses in the relevant year. In the event, the Company (on a consolidated basis) has made profits in the
relevant year, such numbers are not included in the table above.
Our Company incurred losses in Fiscal 2023, primarily due to the impact of the COVID-19 pandemic. In the event our Company
and/or our Subsidiary incur losses in the future, our consolidated results of operations, cash flows and financial condition will
be adversely affected. For further details, see “Management’s Discussion and Analysis of our Financial Condition and Results
of Operations” on page 322. We may be required to fund the operations of our Subsidiary in the future which could subject us
to additional liabilities and could have an adverse effect on our reputation, profitability, results of operations, financial condition
and cash flows.
5. Our operations entail certain recurring expenses, and our inability to manage expenses may have an adverse effect
on our business, results of operations, financial condition and cash flows.
A significant portion of our operational expenses, including power and fuel costs, employee-related expenses, rental costs,
repairs and maintenance, communication expenses, advertising and sales promotion, and insurance, are relatively recurring in
nature. The table below sets out the details of such expenses for the years indicated:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Amount Percentage Amount Percentage Amount Percentage
(₹ of total (₹ of total (₹ of total
million) expenses million) expenses million) expenses
Employee benefits expense 863.10 20.25% 762.60 20.46% 633.10 17.02%
Power and fuel 291.90 6.85% 287.50 7.71% 257.20 6.91%
Rent 103.20 2.42% 78.10 2.10% 66.00 1.77%
Advertising and sales promotion 82.30 1.93% 59.70 1.60% 50.70 1.36%
Repairs & maintenance – Buildings 48.90 1.15% 55.00 1.48% 57.30 1.54%
Repairs & maintenance – Plant & 42.30 0.99% 40.90 1.10% 41.10 1.10%
machinery
Repairs & maintenance 37.70 0.88% 38.10 1.02% 31.60 0.85%
- Others
Insurance 18.90 0.44% 23.70 0.64% 18.70 0.50%
Communication expenses 21.40 0.50% 18.00 0.48% 14.80 0.40%
We may also have to incur costs towards periodic renovation, re-designing, re-structuring, refurbishing or repair of defects at
our hotels. Further, our hotels may be subject to increases in property charges, tax or regulatory charges, utility costs, insurance
costs, repairs and maintenance costs and administrative expenses. While we have not experienced any material instances of
such increases in the last three Fiscals, such occurrences in the future may adversely affect our business, results of operations,
financial condition and cash flows.
The hospitality industry experiences periodic changes in demand and supply, which we may not be able to predict accurately.
35Consequently, we may be unable to reduce recurring costs in a timely manner, or at all, in response to a reduction in the demand
for our services. As a result, during periods when the demand for our hotels decreases, the resulting decline in our revenues
could have an adverse effect on our net cash flow, margins and profits. This effect can be more pronounced during periods of
economic contraction, or slow economic growth. Similarly, when the demand for hotel rooms increases, our profitability
increases disproportionately to the increase in revenues due to economies of scale and operating leverage. Further, during
periods when we shut down our hotels for refurbishment and rebranding, we continue to incur certain recurring costs, while not
deriving any revenue from such property. Such occurrences could adversely affect our business, results of operations, financial
condition and cash flows.
6. We derive a significant portion of our revenue from food and beverages (“F&B”) served at our hotels (32.75% of our
revenue from operations was from F&B in Fiscal 2025). Any failure to maintain the quality and hygiene standards
of the food and beverages that we offer, will adversely affect our business, results of operations, financial condition
and cash flows.
Our operations depend on the quality of food and beverages (“F&B”) served at our hotels and we focus on hygiene to ensure
safety of our customers. As of March 31, 2025, our hotels feature 30 restaurants and bars. Set out below is a breakdown of our
revenue from operations for the years indicated:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Amount (₹ Percentage of Amount (₹ Percentage of Amount (₹ Percentage of
million) revenue from million) revenue from million) revenue from
operations operations operations
Revenue from the rooms Sold (A) 2,908.90 62.12% 2,525.42 62.87% 2,225.39 63.54%
Revenue from F&B (B) 1,533.29 32.75% 1,272.68 31.68% 1,096.23 31.30%
Revenue from other hospitality 64.30 1.37% 53.20 1.32% 51.10 1.46%
and ancillary services* (C)
Income from leasing (D) 176.01 3.76% 165.70 4.12% 129.48 3.70%
Revenue from operations (A) + 4,682.50 100.00% 4,017.00 100.00% 3,502.20 100.00%
(B) + (C) + (D)
*Primarily includes income from guest laundry services, transportation charges, and telephone charges.
Our F&B revenue is dependent on the occupancy rates at our hotels. The guests at our hotels often visit our restaurants and bars
at our hotels, and any decrease in the number of guests at our rooms, may lead to a decrease in the number of customers at our
restaurants and bars. Further, we maintain an inventory of dry groceries and liquor, which are subject to expiry and may also
be subject to contamination or deterioration. Any contamination or deterioration of quality could result in customer
dissatisfaction and/or criminal or civil liabilities and restrict our ability to provide services which, in turn, could have an adverse
effect on our business, financial condition, results of operations, cash flows and prospects. While we have not experienced any
such instances of contamination or deterioration of quality which resulted in any criminal or civil liabilities in the last three
Fiscals, we cannot assure you that such instances will not arise in the future. We cannot assure you that we will not be involved
in any litigation or proceedings, or not be held liable in any litigation or proceedings in relation to the F&B services provided
by us. In addition, we are subject to stringent standards of our hotel operators, which relate to, among others, the quality of food
and beverages. We may also be required to incur additional capital expenditure in order to comply with the policies, standards,
technologies and practices adopted by our hotel operators globally. Further, our quality standards depend significantly on the
effectiveness of quality control systems and standard operating procedures, which depend on the skills and experience of our
hotel operators. Any real or perceived failure, deficiency or decrease in the quality of F&B services rendered at our hotels,
whether on account of our hotel operators or any other hotel operator we choose to operate under, could adversely affect our
reputation and result in negative reviews and feedback from our guests on online travel portals or social media, which may
cause future guests to choose the services of our competitors.
7. We have a large number of personnel deployed across our hotels, consequently we may be exposed to service related
claims and losses or employee disruptions that could have an adverse effect on our reputation, business, results of
operations, financial condition and cash flows. The attrition rate of our employees in Fiscal 2025 was 58.19%.
We deploy a large workforce across our hotels. As of March 31, 2025, we had 1,191 permanent employees across our
operations. The table below sets forth details on the attrition for our permanent employees for the years indicated:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Number of Employees Resigned 693 523 609
Attrition Rate* 58.19% 48.16% 62.72%
*Attrition rate is calculated excluding retirement, internal transfers, forceful exits employees divided by average number of employees in the
relevant Fiscal.
We experienced high attrition rates in Fiscal 2023 and 2024 due to the initial impact of the COVID-19 pandemic, while in
Fiscal 2025, the increase in job openings during the post-COVID recovery period was the primary cause.
The table below sets forth details on the employee benefits expense in the years indicated, which is also expressed as a
36percentage of our total expenses:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
(₹ in million, unless otherwise stated)
Employee benefits expense (A) 863.10 762.60 633.10
Total expenses (B) 4,261.70 3,727.70 3,719.50
Employee benefits expense as a percentage of total expenses 20.25% 20.46% 17.02%
(in %) (C=A/B)
The risks associated with the utilization of a large number of personnel include possible claims relating to:
• actions, inactions, errors or malicious acts by our personnel, including matters for which we may have to indemnify the
guests at our hotels;
• failure of our personnel to adequately perform their duties including rendering deficient services, shortage in shift,
absenteeism or lateness;
• violation by personnel of security, privacy, health and safety regulations and procedures;
• any failure to adequately verify personnel backgrounds and qualifications resulting in deficient services;
• injury or damages to any guest’s person or property due to negligence of our personnel; and
• criminal acts including theft, sexual harassment, or other negligent actions by our personnel.
These claims may give rise to litigation and claims for damages, which could be time-consuming. These claims may also result
in negative publicity and adversely impact the reputation of our hotels. Any losses that we incur in this regard may have an
adverse effect on our reputation, business, results of operations, financial condition and cash flows. While we have not faced
any such instances which led to an effect on our business, operations or reputation in the last three Fiscals, any such instances
in the future or any losses that we incur in this regard may have an adverse effect on our business and reputation.
Although we have not experienced any labour unrest in the last three Fiscals, we cannot assure you that we will not experience
disruptions in work due to disputes or other problems with our work force, which may adversely affect our ability to continue
our business operations. In the event our employee relationships deteriorate or we experience significant labour unrest, strikes
and other labour action, work stoppages could occur and there could be an adverse impact on our operations. These actions are
impossible for us to predict or control and any such event could adversely affect our business, results of operations, financial
condition and cash flows.
8. A portion of the Net Proceeds may be utilised for buying of undivided share in the land parcel owned by our Promoter
for which we have not entered into definitive agreements. Our Company proposes to construct a hotel on the undivided
share of the land parcel, the construction and development of which may face delays and thereby affect our business,
results of operations, financial condition and cash flows.
As described in the “Objects of the Issue – Payment of consideration for buying undivided share from our Promoter, BEL” on
page 116, we intend to use a portion of the proceeds from the Issue towards payment of consideration for buying of undivided
share of 1.35 acres (5,498 square metres) (“Scheduled Property”) from our Promoter out of the land admeasuring to 5.68 acres
on which our Promoter has proposed to develop a mall, commercial space and a hotel (“Commercial Block”) situated in
Neopolis Layout II, Survey Numbers 239 and 240 (Plot No. 8) of Kokapet Village, Gandipet Mandal, Rangareddy District,
Telangana, India. The Scheduled Property is approximately 23.76% out of the Commercial Block. However, as on date of this
Red Herring Prospectus, while we have entered into a binding memorandum of agreement dated October 24, 2024 (“MoA”),
read with letter of extension dated June 16, 2025, with our Promoter, we have not entered into any definitive agreements, such
as a sale deed, basis which the Scheduled Property will be registered in the name of our Company.
Further, upon receipt of the outstanding purchase consideration amounting to ₹991.48 million and payment of ₹83.71 million
towards stamp duty, registration and transfer charges, both of which are proposed to be paid from the Net Proceeds, our
Promoter shall execute a sale deed in favour of our Company in terms of the MoA. Only after the proposed sale deed is executed,
our Company will become the registered owner of the undivided share in the Scheduled Property. In case we are unable to
conclude such agreement or commitments as per terms acceptable to us, our Company will have to undertake the procedure for
variations in the objects of the Issue as per applicable law.
Our Company proposes to construct a hotel on the Scheduled Property which is planned to be located on the 31st to 49th floor
of the commercial building being constructed by our Promoter. For the purposes of construction of the proposed hotel, as
described in “Objects of the Issue - Payment of consideration for buying of undivided share of land from our Promoter, BEL”
on page 116, our Company shall either enter into a construction contract with our Promoter or engage the same contractor that
has been engaged by our Promoter for the construction of the lower floors of the commercial building. The development costs
37and construction costs in this regard will be incurred by our Company. The construction of the proposed hotel on the Scheduled
Property, which shall be on the 31st to the 49th floor of the commercial building is contingent on the completion of the lower
floors, and is expected to be completed approximately by the end of Fiscal 2029. However, there can be no assurance that we
will not face unanticipated delays in the construction and development of the hotel and any such delay in completion of the
proposed hotel may lead to additional costs being incurred by our Company. Further, any such delay will also delay the
commencement of operations for the hotel and since the revenue we will earn from the proposed hotel will only be post the
commencement of the hotel operations, such delays could have an adverse effect on our business, results of operations, financial
condition and cash flows. Also see “Risk Factors - 3. We intend to develop five additional hotels and if we are unable to develop
these hotels in a timely manner, our business, results of operations, financial condition and cash flows will be adversely
affected” on page 34.
9. We propose to utilize a portion of the Net Proceeds to undertake acquisitions for which targets have not been
identified. Our inability to complete such transactions may adversely affect our competitiveness and growth prospects.
Our Promoter, BEL in the past has undertaken various acquisitions. Our Promoter is engaged in the business of real estate
development, leasing and hospitality. Pursuant to the Scheme of Arrangement, the hotel business undertaking of BEL was
transferred to our Company to enable better and more efficient management, control and running of these undertakings in a
focused manner and to offer opportunities to the management of our Company. The business of our Company was originally
undertaken by BEL as its hotel business undertaking prior to the Scheme of Arrangement. While we intend to leverage the
experience of our Promoter for such acquisitions, our Company does not have experience regarding the same. Our Company
aims to execute acquisitions of entities basis our long-term strategic objectives. For further details see “Objects of the Issue –
3. Pursuing inorganic growth through unidentified acquisitions and other strategic initiatives and general corporate purposes”
on page 118.
We intend to utilize a portion of our Net Proceeds towards pursuing unidentified acquisitions. The amount of Net Proceeds
identified for such acquisitions is based on our management’s estimates. While we propose to acquire entities owning hospitality
or commercial assets or such assets directly between Fiscal 2026 to Fiscal 2027, we have not currently identified any such
potential targets and the actual deployment of funds will depend on a number of factors, including the location, purchase price,
general economic conditions and the extent of negotiations between us and the parties from whom we propose to acquire such
targets, as well as general factors affecting our results of operation, financial condition, cash flows and access to capital and
therefore, the date of completing such acquisitions is not ascertainable at this stage. Further, in accordance with the SEBI ICDR
Regulations, pending utilisation of the portion of the Net Proceeds set aside for pursuing unidentified acquisitions, our Company
shall deposit such portion of the Net Proceeds in one or more scheduled commercial banks included in the Second Schedule of
the Reserve Bank of India Act, 1934, as amended, as may be approved by our Board.
Based on the competitive nature of our industry, we may have to revise our business plan and/ or management estimates from
time to time and consequently our funding requirements may also change. Our management estimates may differ from the value
that would have been determined by third party appraisals, which may require us to reschedule or reallocate our expenditure,
subject to applicable laws, and may have an adverse impact on our business, financial condition, cash flows and results of
operations. For details, see “Risk Factors- 59. Any variation in the utilization of the Net Proceeds as disclosed in this Red
Herring Prospectus shall be subject to certain compliance requirements, including prior approval of the shareholders of our
Company.” and “Objects of Issue-Variation in Objects” on pages 70 and 122, respectively.
Further, we have appointed CARE Rating Limited as the monitoring agency for monitoring the utilization of the Gross Proceeds
in accordance with Regulation 41 of the SEBI ICDR Regulations and the monitoring agency will submit its report to us on a
quarterly basis in accordance with the SEBI ICDR Regulations. Further, the application of the Net Proceeds in our business
may not lead to an increase in the value of your investment. Various risks and uncertainties, including those set forth in this
section “Risk Factors”, may limit or delay our efforts to use the Net Proceeds to achieve profitable growth in our business.
10. Our Company, Subsidiary, Promoter, Directors and Key Managerial Personnel are involved in certain legal and
regulatory proceedings. Any adverse decision in such proceedings may have a material adverse effect on our business,
financial condition, cash flows and results of operations.
There are outstanding legal and regulatory proceedings involving our Company, our Subsidiary, our Promoters, Directors and
Key Managerial Personnel which are pending at different levels of adjudication before various courts, tribunals and other
authorities. The amounts claimed in these proceedings have been disclosed to the extent that such amounts are ascertainable
and quantifiable and include amounts claimed jointly and severally, as applicable. Any unfavourable decision in connection
with such proceedings, individually or in the aggregate, could adversely affect our reputation, continuity of our management,
business, cash flows, financial condition and results of operations. The summary of such outstanding material legal and
regulatory proceedings as on the date of this Red Herring Prospectus is set out below:
Category of Criminal Tax Statutory or Disciplinary actions by Material civil Aggregate
individuals / entities proceedings proceedings regulatory SEBI or Stock Exchanges litigation(1) amount
proceedings against our Promoter in the involved (₹ in
last five years, including million)(2)
outstanding action
Company
38Category of Criminal Tax Statutory or Disciplinary actions by Material civil Aggregate
individuals / entities proceedings proceedings regulatory SEBI or Stock Exchanges litigation(1) amount
proceedings against our Promoter in the involved (₹ in
last five years, including million)(2)
outstanding action
By the Company 1 NA NA NA Nil 1.14
Against the Company Nil 11 Nil NA Nil 381.01
Subsidiary
By the Subsidiary Nil NA NA NA Nil Nil
Against the Nil 2 Nil NA Nil 3.10
Subsidiary
Promoter
By Promoter 1 NA NA NA 4 561.41
Against Promoter 2 19 9 Nil 3 2,197.90
Directors
By the Directors Nil NA NA NA Nil Nil
Against the Directors 1 Nil Nil NA Nil 40.00
Key Managerial Personnel
By the Key Nil NA NA NA NA Nil
Managerial Personnel
Against the Key 1^ NA Nil NA NA 40.00
Managerial Personnel
Senior Management Personnel
By the Senior Nil NA NA NA NA Nil
Management
Personnel
Against the Senior Nil NA Nil NA NA Nil
Management
Personnel
(1) Determined in accordance with the Materiality Policy
(2) To the extent ascertainable and quantifiable
^ This includes an outstanding criminal proceeding against our Managing Director (also a Key Managerial Personnel), which is also
reflecting under outstanding criminal proceedings involving our Directors in the table above.
Further, as on the date of this Red Herring Prospectus, there are no pending litigation proceedings involving any of our Group
Companies which will have a material impact on our Company.
We cannot assure you that any of these matters will be settled in favour of our Company, Subsidiary, Promoter, or Directors,
respectively, or that no additional liability will arise out of these proceedings. An adverse outcome in any of these proceedings
may have an adverse effect on our business, financial position, prospects, cash flows, results of operations and our reputation.
For further information, see “Outstanding Litigation and Other Material Developments” on page 351.
11. Negative customer experiences or negative publicity surrounding our hotel properties or our hotel operators’ brands
could have an impact on ability to source customers. We may also incur higher expenses towards business promotion
in the future including for the promotion of our new hotels, to source more customers which may have an adverse
impact on our business, results of operations, financial condition and cash flows.
Any adverse publicity, whether or not accurate, relating to hospitality standards, quality of food or beverages we serve, public
health concerns, illness, safety, injury, misconduct by our employees or any news reports or government or industry findings
concerning our hotel properties, the locations in which we operate or others operating across the hospitality industry supply
chain could affect us. Further, our hotel operators operate various hotels globally, and any negative publicity in relation to the
brands of our hotel operators in any of the jurisdictions where they operate, could adversely affect our business, reputation,
results of operations, financial condition and cash flows. While we have not faced any negative publicity in relation to our hotel
properties in the last three Fiscals, which led to an adverse effect on our business or operations, any such negative publicity in
the future may lead to an adverse effect on our business, financial condition, results of operations, cash flows and prospects.
If we face any instances of adverse publicity, we may be required to incur additional expenses towards advertising and
promotional activities to attract customers. Further, we intend to develop new hotels, and accordingly, we may need to make
greater investments toward advertising and promotional activity in new markets where we establish our hotels. The table below
sets forth the expenditure incurred towards business promotion, which include expenses incurred for advertising and sales
promotion, for the years indicated:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
(₹ in million, unless otherwise stated)
Advertising and sales promotion (A) 82.30 59.70 50.70
Total expenses (B) 4,261.70 3,727.70 3,719.50
39Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
(₹ in million, unless otherwise stated)
Advertising and sales promotion as a percentage of total 1.93% 1.60% 1.36%
expenses (in %) (C=A/B)
12. A portion of our hotel bookings originate from travel agents and intermediaries (29.27% of our total room nights
sold in Fiscal 2025 was through travel agents and intermediaries). In the event such companies continue to gain
market share compared to direct booking channels or our competitors are able to negotiate more favourable terms
with such online travel agents and intermediaries, our business and results of operations may be adversely affected.
A portion of bookings for our hotels originate from large multinational, regional and local online travel agents and
intermediaries, such as online aggregators. The table below sets forth details of our room nights sold through various booking
channels (including by travel agents and intermediaries), expressed as a percentage of total number of room nights sold for the
years indicated:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Number % of total Number % of total Number % of total
of rooms number of of number of of number
room rooms room rooms of room
nights sold nights nights
sold sold
Number of room nights sold by travel agents and 127,494 29.27% 101,267 25.61% 100,264 26.78%
intermediaries
Number of room nights sold through hotel 56,486 12.97% 55,428 14.02% 51,923 13.87%
operators website and apps
Number of room nights sold through in-person 142,526 32.72% 124,193 31.41% 130,927 34.97%
booking
Number of room nights sold to groups and crews(1) 101,008 23.19% 108,588 27.47% 85,191 22.75%
Others(2) 8,130 1.85% 5,888 1.49% 6,115 1.63%
Total Number of room nights sold 435,644 100.00% 395,364 100.00% 374,420 100.00%
(1)Refers to rooms sold to groups, such as leisure groups and those attending corporate events as well as rooms sold to airline crews.
(2)Others’ refers to rooms sold at preferred rates to the personnel of the Company and hotel operators. This category also includes rooms
offered on a complimentary basis as part of promotional activities to attract guests, as well as rooms used for in-house purposes, such as
temporary staff accommodation or other operational needs.
These third-parties, including online travel agents, offer a wide breadth of services, often across multiple brands, have growing
booking and review capabilities, and may create the perception that they offer the lowest prices when compared to our direct
booking channels. Some of these online travel agents and intermediaries have strong marketing budgets and aim to create brand
awareness and brand loyalty among consumers and may seek to commoditize hotel brands through price and attribute
comparison. In the event these companies continue to gain market share, they may impact our profitability, undermine direct
booking channels and online web presence and may be able to increase commission rates and negotiate other favourable contract
terms. Negative reviews and feedback on online travel portals may cause guests to choose the services of our competitors.
Further, our competitors may be able to negotiate better or more favourable terms with such online travel agents and
intermediaries, impacting our hotel bookings from these channels, which in turn may adversely affect our business and results
of operations. The table below sets forth the details of the amount paid to agents and intermediaries for the years indicated:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Amount Percentage Amount Percentage Amount Percentage
(₹ of total (₹ of total (₹ of total
million) expenses million) expenses million) expenses
Amount paid to agents and intermediaries 169.30 3.97% 128.90 3.46% 108.70 2.92%
13. The hotel industry is intensely competitive and our inability to compete effectively may adversely affect our business,
results of operations, financial condition and cash flows.
The hotel industry in India is intensely competitive and we compete with large multinational and Indian companies, in each of
the regions that we operate. Our nine operating hotels are located in competitive regions, including locations such as Bengaluru
(Karnataka), Chennai (Tamil Nadu), Mysore (Karnataka), Kochi (Kerala) and GIFT City (Gujarat). Further, demographic,
political, geographic, geological or other changes in one or more of our markets could impact the convenience or desirability
of the sites where our operating hotels are located at, which could adversely affect their operations.
Some of our competitors may be larger than us, or develop alliances to compete against us or have more financial and other
resources. We cannot assure you that new or existing competitors will not significantly lower rates or offer greater convenience,
40services or amenities or significantly expand or improve facilities in a market in which we operate. The opening of a new hotel
in the vicinity of any one of the hotels may also increase competition which would impact our occupancy and consequently our
revenues. We may also face increased competition from internet-based homestay and hostel aggregators and alternative
accommodation options such as luxury homestays and bed and breakfasts. Our success is largely dependent upon our ability to
compete in areas such as room rates, location of the property, the quality and scope of other amenities, including food and
beverage facilities, quality of accommodation and service level as well as the brand recognition of our hospitality partners. In
addition, our competitors may significantly increase their advertising expenses to promote their hotels, which may require us
to similarly increase our advertising and marketing expenses and change our pricing strategies, which may have an adverse
effect on our business, results of operations, financial condition and cash flows. As a result, we cannot assure you that we will
be able to compete successfully in the future against our existing or potential competitors or that our business and results of
operations will not be adversely affected by increased competition.
14. Our Statutory Auditors have included certain emphasis of matters in their audit reports on our financial statements
for the years ended March 31, 2025, March 31, 2024 and March 31, 2023. Further, our Statutory Auditors have
included certain modifications under the section Other Legal and Regulatory Requirements in their audit reports on
our financial statements for the years ended March 31, 2025 and March 31, 2024. We cannot assure you that any
similar emphasis of matters or modifications, will not form part of our financial statements for the future fiscal
periods, which could have an adverse effect on our reputation, financial condition, results of operations and cash
flows.
Our Statutory Auditors have included certain emphasis of matters in their audit reports on our financial statements for the years
ended March 31, 2025, March 31, 2024 and March 31, 2023 which are as follows:
Emphasis of Matters Corrective action taken by
the Company
Our Statutory Auditors have included an emphasis of matter paragraph in their audit No corrective action is required.
reports on the special purpose audited consolidated financial statements as at and for the
year ended March 31, 2023 to indicate that the basis of preparation of these financial
statements was to comply with the e-mail dated May 20, 2024 received from BRLM’s,
which confirms that our Company should prepare these financial statements in accordance
with Indian Accounting Standards (Ind AS) and that these are required based on email
dated October 28, 2021 from SEBI to Association of Investment Bankers of India, and
may not be suitable for any other purpose and accordingly should not be used, referred to
or distributed for any other purpose
Our Statutory Auditors have included an emphasis of matter in their audit reports on the No corrective action is required,
audited consolidated financial statements as at and for the year ended March 31, 2025, the matter is sub-judice in the
audited consolidated financial statements as at and for the year ended March 31, 2024, High Court of Karnataka.
and special purpose audited consolidated financial statements as at and for the year ended
March 31, 2023, to indicate that an ongoing litigation relating to assessment of property
tax and that pending ultimate outcome of the matter, no adjustments have been made in
the audited consolidated financial statements as at and for the year ended March 31, 2025,
audited consolidated financial statements as at and for the year ended March 31, 2024,
and special purpose audited consolidated financial statements as at and for the year ended
March 31, 2023.
Further, our Statutory Auditors have included certain modifications under the section Other Legal and Regulatory Requirements
in their audit reports for the years ended March 31, 2025 and March 31, 2024, which are as follows:
Remarks Corrective action taken by
the Com pany
Our Statutory Auditors have included a statement on certain matters specified in the With respect to point (a), no
Companies (Auditor’s Report) Order, 2020 in annexure to their audit report on the audited corrective action is required, the
consolidated financial statements as at and for the year March 31, 2025 and audited matter is sub-judice in the High
consolidated financial statements as at and for the year March 31, 2024 which indicated Court of Karnataka.
that
With respect to point (b), the
(a) dues of property tax which had not been deposited on account of a dispute for the Company will evaluate its
period 2011-12 to 2021-22; and results of operations, financial
condition and cash flows
(b) considering the Company’s current liabilities exceeded the current assets as at periodically and obtain
balance sheet date, i.e., March 31, 2025 and March 31, 2024, evaluation of the necessary support from its
Company’s capability of meeting its liabilities, existing at the date of balance sheet, holding company as and when
as and when they fall due within a period of one year from the balance sheet date on required.
the basis of the financial ratios disclosed in the financial statements, the ageing and
expected dates of realization of financial assets and payment of financial liabilities,
other information accompanying the financial statements, the Board of Directors and
41Remarks Corrective action taken by
the Com pany
management plans and based on the letter of financial support obtained by the
Company from its holding company.
Our Statutory Auditors have included certain matters specified in the Report on Other The Company is in discussion
Legal and Regulatory Requirements in their audit report on the audited consolidated with the third party IT service
financial statements as at and for the years ended March 31, 2025 and March 31, 2024, providers to address the matter
which indicated that proper books of account as required by law relating to preparation of
the audited consolidated financial statements have been kept so far as it appears from their
examination of those books and reports of the other auditors, except for the matters stated
below:
a) audit trail feature is not enabled for certain changes made, if any, using certain access
rights insofar as it relates to the accounting software used for maintaining the books
of account.
b) audit trail feature of the accounting software used by the individual hotel units was
not enabled throughout the year.
c) backup of the books of account and other books and papers maintained in electronic
mode with respect to individual hotel units has not been maintained on servers
physically located in India on daily basis.
d) audit trail in respect of the relevant prior year has not been preserved as per the
statutory requirements for record retention.
We cannot assure you that any similar emphasis of matters or modifications, will not form part of our financial statements for
the future fiscal periods, which could subject us to additional liabilities due to which our reputation, results of operations,
financial condition and cash flows may be adversely affected.
15. Our business is subject to seasonal and cyclical variations that could result in fluctuations in our results of operations,
financial condition and cash flows.
The hotel and hospitality industry in India is subject to seasonal variations. The periods during which our hotels experience
higher revenues vary from property to property, depending principally upon location and the guests served. Our revenues are
generally higher during the second half of each Fiscal as compared to first half of the Fiscal. Seasonality affects leisure travel
and the meetings, incentives, conferences and exhibitions (“MICE”) bookings, including weddings. According to the Horwath
HTL Report, the winter months are preferred for travel into India for leisure, MICE events, leadership level business travel and
high-end destination weddings. Further, the months from October through March of any Fiscal are materially busier than the
summer and monsoon seasons, as per the Horwath HTL Report. This seasonality can be expected to cause fluctuations in our
revenue, profit margins and net earnings. The table below sets forth details of average occupancy and revenue per available
room (“RevPAR”) in the periods indicated:
Particulars From April From From April From From April From
1, 2024 till October 1, 1, 2023 till October 1, 1, 2022 till October 1,
September 2024 till September 2023 till September 2022 till
30, 2024 March 31, 30, 2023 March 31, 30, 2022 March 31,
2025 2024 2023
Average occupancy* 77.42% 79.78% 70.01% 74.38% 64.55% 65.30%
Revenue per available room 4,777.38 5,703.74 4,261.29 4,962.23 3,494.99 4,236.37
(“RevPAR”)(₹)**
*Average Occupancy represents the total number of room nights sold divided by the total number of room nights available at a hotel or group of hotels.
**RevPAR is calculated by multiplying average daily rate and average occupancy.
The combination of changes in economic conditions and in the supply of hotel rooms, including periods of excess supply, can
result in significant volatility in results for owners and managers of hotel properties. The costs of running a hotel tend to be
more fixed than variable. As a result, in an environment of declining revenues the rate of decline in profits can be higher than
the rate of decline in revenues. As a result of such seasonal fluctuations, our room rates, sales and results of operations of a
given half of the financial year may not be reliable indicators of the sales or results of operations of the other half of the financial
year or of our future performance.
16. We may be unable to successfully grow our business in new markets in India, which may adversely affect our business
prospects, results of operations, financial condition and cash flows.
We seek to diversify our geographical footprint, to reduce our exposure to local, seasonal and cyclical fluctuations and to access
a more diversified guest base across geographies. We may consider acquiring new land parcels to expand our portfolio to newer
geographies across India such as Goa and South India for developing new hotels. In addition, we intend to explore opportunities
for development of resorts and hotels at pilgrimage locations that we believe offer growth potential. However, we cannot assure
42you that we will be able to grow our business in these markets. Inability to access infrastructure, certain logistical challenges in
these regions and our relative inexperience with certain newer markets, may prevent us from expanding our presence in these
regions. Further, consents and approvals that are required from relevant authorities in order to develop and construct hotels in
such locations may impose conditions with respect to various operational aspects of, such as the height, number of rooms, and
security features of the hotels, among others. Additionally, we may be unable to compete effectively with the services of our
competitors who are already established in these regions. Our expansion plans may also result in increased advertising and
marketing expenditure and challenges caused by distance, language and cultural differences. Also, demand for our services
may not grow as anticipated in certain newer markets. If we are unable to grow our business in such markets effectively, our
business prospects, results of operations, cash flows, and financial condition may be adversely affected.
17. We rely on third parties for certain services such as laundry, maintenance, security, kitchen stewarding, outdoor
catering, spa, salon, travel desk and chauffeur services for some of our hotels. Any adverse impact on the reputation
of our hotels or a failure of quality control systems at our hotels could adversely affect our business, results of
operations, financial condition and cash flows.
The performance and quality of services at our hotels are critical to the success of our business. Any incident where our hotels
lack, or are perceived to lack, high standards of service quality may adversely affect our reputation. Quality standards depend
significantly on the effectiveness of quality control systems and standard operating procedures, which in turn, depend on the
skills and experience of our hotels operators. All our hotels operate under a third-party brand, i.e. Marriott, Accor and
InterContinental Hotels Group. At some of our hotels, we rely on third party service providers to offer various ancillary guest
services such as laundry, maintenance, security, kitchen stewarding, outdoor catering, spa, salon, travel desk and chauffeur
services. While we have not experienced any instances of negative branding of the brands under which our hotels are operated,
nor have we experienced any instances of deficient service quality or failures of quality control systems leading to terminations
of third party service provider agreements or adverse effects on our reputation in the last three Fiscals. However, any real or
perceived failure, deficiency or decrease in the quality of services rendered at our hotels in the future, whether on account of
the hotel operators or any third-party service provider, could adversely affect our reputation, dilute the impact of our branding
and marketing initiatives and result in negative reviews and feedback from our guests on online travel portals or social media
and may cause guests to choose the services of our competitors.
18. We have incurred indebtedness which requires significant cash flows to service, and limits our ability to operate
freely.
As of March 31, 2025, we had total borrowings of ₹ 6,173.20 million, out of which, ₹ 4,786.70 million secured borrowings and
₹ 1,386.50 million are unsecured borrowings. We may also incur additional indebtedness in the future. The table below sets
forth certain information on our total borrowings, finance costs, EBITDA/ Finance costs, total expenses, finance costs as a
percentage of total expenses, debt service coverage ratio and debt equity ratio as at and for the years indicated:
Particulars As at / for the year As at / for the year As at / for the
ended March 31, ended March 31, 2024 year ended
2025 March 31, 2023
(₹ in million, unless otherwise stated)
Non-current liabilities – Financial liabilities – Borrowings (A) 4,933.90 5,491.30 5,010.50
Current liabilities – Financial liabilities – Borrowings (B) 1,239.30 520.60 1,314.50
Total borrowings (C=A+B) 6,173.20 6,011.90 6,325.00
Finance Costs (D) 725.60 688.90 691.70
Total expenses (E) 4,261.70 3,727.70 3,719.50
Finance costs as a percentage of total expenses (%) (F= D/E) 17.03% 18.48% 18.60%
EBITDA/ Finance Costs (in times) (1) 2.30 2.10 1.65
Debt service coverage ratio(2) (times) 1.67 1.28 0.77
Debt equity ratio (in times)(3) 7.40 9.11 14.64
(1) EBITDA/ Finance cost is calculated as EBITDA divided by finance costs. EBITDA is calculated as Restated profit/(loss) for the year plus
total tax expense plus finance costs plus depreciation and amortisation expenses.
(2) Debt service coverage ratio is calculated as earnings available for debt service divided by debt service. Earnings available for debt service
is calculated as restated profit/(loss) for the year plus finance cost and depreciation and amortisation expenses and finance costs while debt
service is calculated as finance costs – on bank borrowings plus repayment of non-current borrowings.
(3) Debt equity ratio is calculated as debt divided by equity. Debt is calculated as total borrowings plus total lease liabilities. Equity represents
total equity.
We may also incur additional indebtedness in the future. Our current or future level of leverage could have significant
consequences for our shareholders and our future financial results and business prospects, including:
• increasing our vulnerability to a downturn in business in India and other factors which may adversely affect our operations;
• requiring us to dedicate a substantial portion of our cash flow from operations to service debt, thereby reducing the
availability of cash-flows to fund capital expenditures and growth initiatives, meet working capital requirements and use
for other general corporate purposes or make dividend payouts;
43• limiting our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;
• placing us at a competitive disadvantage to any of our competitors that have less debt;
• increasing our interest expenditure;
• requiring us to meet additional financial covenants; and
• limiting our ability to raise additional funds or refinance existing indebtedness.
We cannot assure you that our business will generate cash in an amount sufficient to enable us to service our debt or proposed
borrowings or fund other liquidity needs. In addition, we may need to refinance all or a portion of our debt on or before maturity.
We cannot assure you that we will be able to refinance any of our debt on commercially reasonable terms, or at all. For further
information regarding our indebtedness, see the section titled “Management’s Discussion and Analysis of Financial Condition
and Results of Operations – Indebtedness” and “Financial Indebtedness” on pages 341 and 347, respectively.
Further, we intend to use the Net Proceeds of the Issue for the repayment/ prepayment, in full or in part, of certain outstanding
borrowings availed by our Company and Material Subsidiary. For details, see “Objects of the Issue - Repayment/ prepayment,
in full or in part, of certain outstanding borrowings availed by our Company and our Material Subsidiary, namely, SRP
Prosperita Hotel Ventures Limited” on page 107. Our expected debt equity ratio (calculated as debt (i.e., total borrowings plus
total lease liabilities as at March 31, 2025 less amount from the Net Proceeds proposed to be utilised for the repayment/
prepayment, in full or in part, of certain outstanding borrowings availed by our Company and our Material Subsidiary (i.e., ₹
2,893.80 million)) divided by equity (i.e., total equity as at March 31, 2025 plus additional equity through IPO, amounting to
₹ 10,023.30 ) is 0.29.
Further, given that a significant portion of our borrowings comprises floating rate borrowings, any increase in interest rates may
increase our finance costs, which may adversely affect our business, results of operations, cash flows and financial condition.
The table below sets forth the break-up of our fixed and floating rate borrowings as at the dates indicated:
Particulars As at March As at March As at March
31, 2025 31, 2024 31, 2023
(₹ in million, except percentages)
Unsecured borrowings (fixed rate) 9.20 13.10 11.70
Unsecured borrowings (fixed rate) as a percentage of total 0.15%
0.22% 0.18%
borrowings
Secured borrowings (floating rate) 4,786.70 4,769.10 5,215.60
Secured borrowings (floating rate) as a percentage of total 77.54%
79.33% 82.46%
borrowings
Interest free borrowings from Promoter 1,377.30 1,229.70 1,097.60
Borrowings from Promoter as a percentage of total borrowings 22.31% 20.45% 17.35%
Further, the table below sets forth the average floating rate of borrowings in the years indicated:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Average floating rate of borrowings(1) 8.38% 8.81% 8.63%
(1)Average floating rate of borrowings is calculated as finance costs on borrowings during the year divided by the average borrowings.
Average borrowings is calculated as average of opening borrowings and closing borrowings. Borrowings is sum of current borrowings and
non-current borrowings excluding borrowings from related parties.
Further, the table below sets forth our finance costs for the years indicated:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Finance costs (₹ in million) 725.60 688.90 691.70
Our financing agreements include provisions providing for interest rates to be periodically reset or changed based on the lender’s
internal policies. We are susceptible to fluctuations in interest rates and associated risks. As such, any increase in interest rates
may have an adverse effect on our business, results of operations, cash flows and financial condition. See “Financial
Indebtedness” on page 347 for a description of the range of interest typically payable under our financing agreements.
19. We derive a portion of our revenue from corporate customers such as information technology companies, airlines,
multi-national corporations, manufacturing companies, automotive companies, consultancy firms and banks
(17.73% of our revenue from operations in Fiscal 2025 was from corporate customers). The loss of such customers,
the deterioration of their financial condition or prospects, or a reduction in their demand for our services could
adversely affect our business, results of operations, financial condition and cash flows.
Our hotel operations are dependent on our corporate customers, including large corporate key accounts such as information
44technology companies, airlines, multi-national corporations, consultancy firms and banks, for a portion of revenues. The table
below sets forth our revenues from corporate customers for the years indicated:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Amount Percentage Amount Percentage Amount Percentage
(₹ in of revenue (₹ in of revenue (₹ in of revenue
million) from million) from million) from
operations operations operations
Revenues from corporate customers 830.40 17.73% 745.53 18.56% 728.68 20.81%
Any reduction in growth or a slow-down in the business of our customers in India, could result in a reduction of their
requirement for our services, and result in a significant decrease in the revenues we derive from these customers. The loss of
one or more of our significant customers or a reduction in the amount of business we obtain from them could have an adverse
effect on our business, and thus our results of operations, financial condition and cash flows. Further, corporate customers may
be able to negotiate better or more favourable terms or discounts compared to bookings made through direct channels or online
travel agents. We cannot assure you that we will be able to maintain historic levels of business from such significant customers
in the future.
20. We do not own the “Brigade” trademark or the trademark to our logo. We have entered into a license agreement with
our Promoter for the usage of the “Brigade” trademark, and the trademark license agreement may be terminated
under certain circumstances and we may have to discontinue the use of our logo.
We do not own the “Brigade” trademark, which is registered in favour of our Promoter, Brigade Enterprises Limited. Pursuant
to the license agreement dated September 26, 2024 (“Trademark License Agreement”), executed between our Company and
our Promoter, we have been granted a non-exclusive, non-transferable, non-assignable license to use the name and logo
“Brigade” of our Promoter as inter alia part of our corporate name, advertisements, annual reports and other business-related
purposes, for an annual license fee of ₹ nil. Our Promoter is entitled to terminate the Trademark License Agreement upon a
breach in material obligations under the Trademark License Agreement by our Company and a failure to cure such breach
within 30 days of receipt of notice informing about such breach. Additionally, the Trademark License Agreement shall terminate
automatically if our Company ceases to remain a group entity of our Promoter or if our Promoter does not remain in control of
our Company. In the event that the Trademark License Agreement is terminated, we may have to discontinue the use of the
“Brigade” trademark and our logo which may adversely affect our reputation, business, results of operations, financial
condition, cash flows and prospects.
21. Our Registered and Corporate Office and some of our hotels are not located on land owned by us and we have only
leasehold rights. In the event we lose or are unable to renew such leasehold rights, our business, financial condition,
results of operations and cash flows may be adversely affected.
Our Registered and Corporate Office is located at 29th & 30th Floor, World Trade Center, Brigade Gateway Campus, 26/1, Dr.
Rajkumar Road, Malleswaram-Rajajinagar, Bengaluru 560 055, Karnataka, India, which is owned by our Promoter, BEL, who
has provided us a no-objection certificate for using the said premises. Further, as of the date of this Red Herring Prospectus, we
have nine operating hotels, of which four hotels are located on land parcels owned by us and five have been leased to us by
third parties. Set forth below are the details with respect to the land parcels on which our hotels are located:
S No. Hotel Location Leased/ Owned
1. Grand Mercure Bangalore Koramangala, Bengaluru Land leased from a third party and the lease deed
(Karnataka) is valid for 35 years from 2004 to 2039.
2. Sheraton Grand Bangalore at Rajajinagar, Bengaluru Owned by our Company
Brigade Gateway (Karnataka)
3. Grand Mercure Mysore Nelson Mandela Road, Owned by our Company
Mysuru (Karnataka)
4. Holiday Inn Chennai OMR IT OMR, Chennai (Tamil Owned by our Subsidiary, SRP Prosperita Hotel
Expressway Nadu) Ventures Limited
5. Holiday Inn Bengaluru Racecourse road, Land leased from a third party and the lease deed
Racecourse Bengaluru (Karnataka) is valid for 33 years from 2013 to 2046
6. Four Points by Sheraton Kochi Infopark Phase 1, Kochi Land leased from third party and the lease deed
Infopark (Kerala) is valid for 90 years from 2014 to 2104
7. Grand Mercure Ahmedabad GIFT City (Gujarat) Land leased from third party and the lease deed
GIFT City is valid for 99 years from 2017 to 2116
8. Holiday Inn Express & Suites OMR, Bengaluru Property has been leased from BEL and the lease
Bengaluru OMR (Karnataka) deed has started from 2021
9. ibis Styles Mysuru KRS Road, Mysuru Owned by our Company
(Karnataka)
45The table below sets forth details of rent in the years indicated, which is also expressed as a percentage of total expenses:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
(₹ in million, unless otherwise stated)
Rent (A) 103.20 78.10 66.00
Total expenses (B) 4,261.70 3,727.70 3,719.50
Rent as a percentage of total expenses (in %) (C = A/B) 2.42% 2.10% 1.77%
Further, we intend to develop five additional hotels. Set forth below are the details with respect to the land parcels on which
these hotels will be located:
S No. Hotel Location Leased/ Owned
1. Luxury beach resort under the ECR, Chennai (Tamil Land admeasuring 15.93 acres has been leased from
‘Grand Hyatt’ brand in Chennai Nadu) a third party and the lease deed is valid for 29 years
(Tamil Nadu) from 2024 to 2053
2. Upper midscale Hotel under Udayagiri, near Land admeasuring 2.43 acres has been leased from
‘Fairfield by Marriott’ brand in Bengaluru Nirupa Shankar and Pavitra Shankar, and the lease
Bengaluru (Karnataka) International Airport, deed is valid for 29 years from 2024 to 2053
Bengaluru (Karnataka)
3. Upper midscale Hotel under Bommasandra A memorandum of agreement dated October 21,
‘Fairfield by Marriott’ brand in Industrial area, Near 2024 has been executed between our Company and
Bengaluru (Karnataka) Hosur, Bengaluru BEL to acquire the land parcels admeasuring 1.03
(Karnataka) acres. The aforesaid memorandum of agreement was
valid till March 31, 2025 and the same has been
extended pursuant to a letter of extension dated June
16, 2025 for a period of six months (i.e., till
September 30, 2025).
4. Luxury hotel under the Kokapet, Hyderabad A memorandum of agreement dated October 24,
InterContinental brand in (Telangana) 2024 has been executed between our Company and
Hyderabad (Telangana) BEL to acquire undivided share in land parcels
admeasuring 1.35 acres. The aforesaid memorandum
of agreement was valid till March 31, 2025 and the
same has been extended pursuant to a letter of
extension dated June 16, 2025 for a period of six
months (i.e., till September 30, 2025).
5. Luxury wellness resort under Vaikom, Kerala Our Company owns 7.08 acres of freehold land and
‘The Ritz-Carlton’ brand in has entered into a memorandum of agreement dated
Vaikom, Kerala October 21, 2024 with Brigade Hospitality Services
Limited to acquire an additional 7.62 acres. The
aforesaid memorandum of agreement was valid till
March 31, 2025 and the same has been extended
pursuant to a letter of extension dated June 16, 2025
for a period of six months (i.e., till September 30,
2025).
We cannot assure you that we will be able to renew our leases on commercially acceptable terms or at all. In the event that any
lease deed for the land on which our hotels are located is terminated or if we are unable to renew these leases, we will be unable
to utilize such hotels and we may be unable to benefit from the existing capital expenditure and investments made by us in such
hotels. Further, we may be required to expend time and increased financial resources to vacate our current premises and locate
suitable land to set up alternate hotels which will disrupt our operations and cash flows. We may also be unable to relocate a
hotel to an alternate location in a timely manner, or at all, and we cannot assure you that a relocated hotel will not require
significant expenditure or be as commercially viable.
22. There have been certain instances of delays in payment of statutory dues by us in the past. Any delay in payment of
statutory dues by us in future, may result in the imposition of penalties and in turn may have an adverse effect on
our business, financial condition, results of operation and cash flows.
We are required to pay certain statutory dues including provident fund contributions, employee state insurance contributions
(“ESIC”), professional taxes, labour welfare fund, gratuity, goods and services tax (“GST”), tax deducted at source (“TDS”),
tax collected at source (“TCS”) and income tax. The table below sets out details of delays in payments of statutory dues by us
with respect to payments required to be made in the respective Fiscals:
46Particulars Fiscal 2025
Number of Amount delayed Number of Number of days
Employees (₹ million) instances delay
TDS on salary 2 0.01 2 1 to 23
ESIC 335 0.00 1 1 to 12
(1) The delay is attributable to issue relating to technical problems with government portals and mismatch of employee documents.
Particulars Fiscal 2024
Number of Amount delayed Number of Number of days
Employees (₹ million) instances delay
Provident fund(1) 1,113 0.35 2 1 to 27
(1)The delay is attributable to issue relating to technical problems with government portals and mismatch of employee documents.
Particulars Fiscal 2023
Number of Amount delayed Number of Number of days
Employees (₹ million) instances delay
Provident fund(1) 957 0.66 33 1 to 267
TDS on salary(2) 937 0.14 1 1 to 5
TDS and TCS (other than salary) (3) NA 0.34 1 1 to 5
(1)The delay is attributable to issue relating to technical problems with government portals and mismatch of employee documents.
(2) The delay is attributable to issue relating to glitches, technical issues with the filing portal or internal systems, etc.
(3) The delay is attributable to issue relating to inadvertent errors in capturing TDS while processing payments.
While we have procured a software to track the payment of statutory dues, we cannot assure you that such measures will be
effective. We cannot assure you that we will not be subject to such interest and penalties in the future for delays in payment of
statutory dues, which may have an adverse impact on our business, results of operations, financial condition and cash flows.
23. We benefit from the brand reputation, experience in real estate and commercial projects, network, relationships,
credibility of Brigade Enterprises Limited, our Promoter. Any adverse change in relationship with our Promoter could
have an adverse impact on our business, results of operations, financial condition, cash flows and reputation.
We are a subsidiary of BEL which is a real estate developer in India. Being a subsidiary of BEL allows us to benefit from its
brand reputation and leverage its network, relationships, businesses and credibility, which helps us to be a trusted provider of
hospitality services. With experience of over 29 years in real estate and commercial projects, BEL has a deep understanding of
market trends and location opportunities which enable us to locate strategic land parcels for our hotels. Further, BEL’s
involvement in developing large mixed use developmental projects provides us with an opportunity to develop hotels as part of
these projects, which allows us to provide an integrated experience to our customers by combining hospitality with other
amenities and services. Further, we leverage BEL’s expertise and knowledge to develop hotels with cost-efficiency. In addition,
we benefit from the strong reputation of BEL, its network and relationships to secure corporate clientele for hospitality tie-ups.
As we leverage BEL’s expertise and knowledge to develop hotels and benefit from its brand reputation, any adverse change in
relationship with BEL could have an adverse impact on our business, results of operations, financial condition, cash flows and
reputation. Further, our reputation could be affected by the conduct or performance of BEL over which we have no control.
Any adverse incident, publicity or reputational harm to BEL, or the conduct of BEL may affect the perception of customers,
which could have an adverse impact on our business, results of operations, financial condition, cash flows and reputation. While
we have not experienced any of the aforesaid instances which had an impact on our business, results of operations, financial
condition, cash flows and reputation in the last three Fiscals, we cannot assure you that such instances will not arise in the
future.
24. Our Company, Promoter, Subsidiary, entities forming part of our Promoter Group, Group Companies and Directors
may have conflicts of interest that may arise out of common business pursuits in the ordinary course of business.
Our Company, Promoter, Subsidiary and certain entities forming part of our Promoter Group and Group Companies are in the
similar line of business and certain Directors are on the board of directors of companies which are in the similar line of business.
In ordinary course of business, potential conflicts of interest may occur between our business and the business of such entities.
The table below sets out the details of our Promoter, Subsidiary, certain members of our Promoter Group, Group Companies
and Directors that are in the same line of business as our Company:
S. Name of the Relation to the Company Basis of common business pursuits
No. entity/person
1. Brigade Enterprises Promoter Engaged in the business of real estate development,
Limited leasing and hospitality
2. SRP Prosperita Hotel Subsidiary Engaged in the business of undertaking, owning and
47S. Name of the Relation to the Company Basis of common business pursuits
No. entity/person
Ventures Limited operating hotels
3. Brigade Hospitality Group Company and a member Engaged in the business of accommodation and food
Services Limited of the Promoter Group services
4. Augusta Club Private Member of the Promoter Group Engaged in the business of accommodation and food
Limited services
5. Nirupa Shankar Director Also a director on the boards of Brigade Enterprises
Limited, Brigade Hospitality Services Limited and
SRP Prosperita Hotel Ventures Limited, which operate
in the hospitality sector
6. Amar Shivram Mysore Director Also a director on the boards of Brigade Enterprises
Limited and Brigade Hospitality Services Limited,
which operate in the hospitality sector
7. Vineet Verma Director Also a director on the boards of Augusta Club Private
Limited, Brigade Hospitality Services Limited, and
SRP Prosperita Hotel Ventures Limited, which operate
in the hospitality sector
While we will adopt necessary procedures and practices as permitted by law to address any instances of conflict of interest if
and when they may arise, we cannot assure you that these or other conflicts of interest will be resolved in an impartial manner.
Further, our Promoter and certain of our Directors may also hold equity shares and be interested to the extent of any dividend
payable to them by entities with such similar lines of business, which include members of our Promoter Group and Group
Companies. We cannot assure you that our Promoter and such Directors will not favour the interests of such entities over our
interests in future or that we will be able to suitably resolve any such conflicts without an adverse effect on our business.
In addition, as there is no formal non-compete arrangement between our Promoter and us, our Promoter, along with members
of our Promoter Group, our Group Companies and our Subsidiary, may in certain circumstances, pursue business opportunities
or undertake corporate strategies which may not be aligned with our interests. In the event that any such conflict of interest
arises, we will attempt to resolve such conflicts in a fair and reasonable manner. Investors should be aware that conflicts will
not necessarily be resolved in favor of our interests thereby causing, among others, a loss of business opportunities.
Additionally, our Company has entered into business transactions with our Promoter, Directors, members of our Promoter
Group and our Group Companies. Further, while our Company has entered into business transactions with our Subsidiary, the
same has been eliminated during consolidation. For further information see “Summary of the Issue Document - Summary of
related party transactions - List of related party transactions which are eliminated on consolidation” on page 28.
To indicate the significance of the related party transactions on the financial performance of our Company, the table below sets
transaction amounts as a percentage of our Company’s total revenue from operations for each Fiscal.
The details of related party transactions of our Company with the following related parties for the Fiscals ended March 31,
2025, March 31, 2024 and March 31, 2023 as per Ind AS 24 – Related Party Disclosures read with SEBI ICDR Regulations
based on Restated Consolidated Summary Statements are set forth in the table below.
(₹ in million, unless otherwise stated)
Name of the Nature of Nature of For the Fiscals ended
related party transactions relationsh March % of total March % of total March % of total
ip 31, 2025 revenue 31, 2024 revenue 31, 2023 revenue
from from from
operations operations operations
Brigade Revenue from Ultimate 21.50 0.46% 13.10 0.33% 14.00 0.40%
Enterprises hospitality services Parent
Limited Company
Brigade Reimbursement of 1.50 0.03% 18.30 0.46% 0.20 0.01%
Enterprises expenses made by the
Limited Company
Brigade Interest on borrowings 147.60 3.15% 132.10 3.29% 112.70 3.22%
Enterprises
Limited
Brigade Purchase of Materials - - 1.50 0.04% - -
Enterprises
Limited
Brigade Rent paid 72.40 1.55% 59.70 1.49% 49.60 1.42%
Enterprises
Limited
Brigade Capital advance paid 125.00 2.67% - - - -
Enterprises
Limited
48(₹ in million, unless otherwise stated)
Name of the Nature of Nature of For the Fiscals ended
related party transactions relationsh March % of total March % of total March % of total
ip 31, 2025 revenue 31, 2024 revenue 31, 2023 revenue
from from from
operations operations operations
Brigade Loan proceeds - - - - 150.00 4.28%
Enterprises
Limited
Brigade Purchase of Materials Fellow 0.10 0.00% 0.00 0.00% 0.10 0.00%
Hospitality Subsidiary
Services
Limited
Brigade Revenue from 0.90 0.02% 0.70 0.02% 0.30 0.01%
Hospitality hospitality services
Services
Limited
Brigade Capital advance paid 7.60 0.16% - - - -
Hospitality
Services
Limited
Brigade Sale of Property, plant - - - - 44.40 1.27%
Hospitality and equipment
Services
Limited
Brigade Reimbursement of 7.50 0.16% 13.80 0.34% 0.10 0.00%
Hospitality expenses made by the
Services Company
Limited
Subramanian Other 1.00 0.02% 0.90 0.02% - -
Engineering Revenue from shareholde
Limited hospitality services rs of the
Subramanian Reimbursement of subsidiary 0.40 0.01% 0.30 0.01% - -
Engineering expenses made by the company
Limited Company
Subramanian Redemption of non- 5.40 0.12% - - - -
Engineering convertible debentures
Limited
Subramanian - - - - 71.90 2.05%
Engineering Sale of Property, plant
Limited and equipment
Subramanian 1.50 0.03% 1.40 0.03% 1.30 0.04%
Engineering Interest on non-
Limited convertible debentures
BCV Revenue from Fellow 0.00 0.00% - - 0.10 0.00%
Developers hospitality services Subsidiary
Private
Limited
Brigade Revenue from Fellow 0.10 0.00% - - 0.60 0.02%
Properties hospitality services Subsidiary
Private
Limited
Brigade Reimbursement of - - 0.80 0.02% 8.30 0.24%
Properties expenses made by the
Private Company
Limited
Brigade Revenue from Fellow 0.10 0.00% 0.00 0.00% - -
Flexible hospitality services Subsidiary
Office Spaces
Private
Limited
Brigade Reimbursement of 0.10 0.00% 0.20 0.00% 0.30 0.01%
Flexible expenses made by the
Office Spaces Company
Private
Limited
WTC Trades Revenue from Fellow 1.50 0.03% 5.10 0.13% 2.20 0.06%
& Projects hospitality services Subsidiary
Private
Limited
WTC Trades Reimbursement of 20.20 0.43% 21.80 0.54% 18.40 0.53%
49(₹ in million, unless otherwise stated)
Name of the Nature of Nature of For the Fiscals ended
related party transactions relationsh March % of total March % of total March % of total
ip 31, 2025 revenue 31, 2024 revenue 31, 2023 revenue
from from from
operations operations operations
& Projects expenses made by the
Private Company
Limited
Brigade Revenue from Fellow 0.60 0.01% 0.20 0.00% 0.40 0.01%
(Gujarat) hospitality services Subsidiary
Projects
Private
Limited
Brigade Reimbursement of 0.10 0.00% 0.30 0.01% - -
(Gujarat) expenses made by the
Projects Company
Private
Limited
Brigade Reimbursement of 0.30 0.01% - - - -
(Gujarat) expenses received by
Projects the Company
Private
Limited
Perungudi Revenue from Fellow 0.20 0.00% 0.40 0.01% 0.90 0.03%
Real Estates hospitality services Subsidiary
Private
Limited
Brigade Revenue from Fellow 0.00 0.00% 0.20 0.00% - -
Foundation hospitality services Subsidiary
Trust
Brigade Revenue from Fellow 1.60 0.03% 0.30 0.01% 0.70 0.02%
Innovations hospitality services Subsidiary
LLP
Mysore Revenue from Fellow 0.20 0.00% 0.80 0.02% - -
Holdings hospitality services Subsidiary
Private
Limited
Badri Revenue from Director 0.00 0.00% 0.00 0.00% 0.00 0.00%
Palaniappan hospitality services of
Subsidiary
(KMP)
SRP Gears Revenue from Entities in 0.00 0.00% 0.00 0.00% 0.00 0.00%
Pvt Ltd hospitality services which the
other
shareholde
rs of the
Subsidiary
Company
exercises
control/sig
nificant
influence
Nirupa ROU asset acquired Director 89.50 1.91% - - - -
Shankar of Holding
Company
(KMP)
Pavitra ROU asset acquired Relative 89.50 1.91% - - - -
Shankar of KMP
Nirupa Lease liabilities Director 89.50 1.91% - - - -
Shankar consequent to the of Holding
ROU asset acquired Company(
KMP)
Pavitra Lease liabilities Relative 89.50 1.91% - - - -
Shankar consequent to the of KMP
ROU asset acquired
Nirupa Interest on lease Director 5.70 0.12% - - - -
Shankar liabilities of Holding
Company(
KMP)
Pavitra Interest on lease Relative 5.70 0.12% - - - -
50(₹ in million, unless otherwise stated)
Name of the Nature of Nature of For the Fiscals ended
related party transactions relationsh March % of total March % of total March % of total
ip 31, 2025 revenue 31, 2024 revenue 31, 2023 revenue
from from from
operations operations operations
Shankar liabilities of KMP
Nirupa Security deposit - lease Director 25.00 0.53% - - - -
Shankar of Holding
Company(
KMP)
Pavitra Security deposit - lease Relative 25.00 0.53% - - - -
Shankar of KMP
Bijou Kurien Sitting Fees Director 1.60 0.03% - - - -
of Holding
Company
(KMP)
Nakul Anand Sitting Fees Director 0.80 0.02% - - - -
of Holding
Company
(KMP)
Anup S Shah Sitting Fees Director 1.30 0.03% - - - -
of Holding
Company
(KMP)
Jyoti Narang Sitting Fees Director 1.50 0.03% - - - -
of Holding
Company
(KMP)
Sanjeev Sitting Fees Director 0.00 0.00% - - - -
Sridharan of
Subsidiary
Company
(KMP)
Susan Sitting Fees Director 0.20 0.00% 0.10 0.00% 0.10 0.00%
Mathew of
Subsidiary
Company
(KMP)
Rayan Aranha Salaries and Manager 5.40 0.12% 1.90 0.05% - -
allowances (short-term (KMP)
employee benefits)
Akanksha Salaries and Company 2.20 0.05% - - - -
Bijawat allowances (short-term Secretary
employee benefits) (KMP)
Ananda Salaries and Chief 3.60 0.08% - - - -
Natarajan allowances (short-term Financial
employee benefits) Officer
(KMP)
P Shivaleela Salaries and Company 0.40 0.01% 0.60 0.01% - -
Reddy allowances (short-term Secretary
employee benefits) (KMP)
Niddhi Parekh Salaries and Company - - 0.10 0.00% 0.60 0.02%
allowances (short-term Secretary
employee benefits) (KMP)
1. 0.00 represent transactions with amounts less than ₹ 50,000.
2. 0.00% represents percentages less than 0.005%.
3. Salaries and allowances (short-term employee benefits) do not include gratuity and compensated absences cost as the same are provided
for based on the actuarial valuation made at Company level.
Our Company has entered into business transactions in the ordinary course of business which include covenants for payments
to be made in the future. For example, our Company entered into a loan agreement with our Promoter for an interest-free
unsecured loan of up to ₹ 2,000 million, which shall be repayable in quarterly instalments of ₹ 100.00 million each from June
30, 2025 until March 31, 2030. For details, see “Financial Indebtedness” on page 347.
Nirupa Shankar and Amar Shivram Mysore, our Directors, are also directors on the board of our Promoter, with whom our
Company has executed memorandums of agreement for acquisition of land for or the purchase of undivided share of land
located at Neopolis Layout II, Survey Numbers 239 and 240 (Plot No. 8) of Kokapet Village, Gandipet Mandal, Rangareddy
District, Telangana, India (a portion of which is proposed to be funded from the Net Proceeds) and for development of hotel
property at Bommasandra Industrial area, Near Hosur, Bengaluru in Karnataka. Additionally for the development of a hotel,
51our Company has taken on lease the land parcel at Udayagiri, situated near Bangalore International Airport which is co-owned
by our Director Nirupa Shankar, who holds interest in the property along with Pavitra Shankar, both of whom are also directors
on the board of the Promoter. Further, our Company has entered into an Memorandum of Agreement with Brigade Hospitality
Services Limited, one of our Group Companies and Promoter Group, for the sale of land admeasuring 7.62 acres in Vaikom,
Kerala, for the development of a hotel. For further details, see “Risk Factors - 47. Our Company has acquired land in the last
five years from our Promoter and entities which are related to our Promoter and a portion of the Net Proceeds may be utilized
for payment of purchase consideration by our Company to our Promoter for buying of undivided share in the land parcel owned
by our Promoter” on page 63. As a result of the above factors, our Promoter, Directors, and Subsidiary may have conflicts of
interest with us which may adversely affect our business, results of operations, financial condition and cash flows. For further
details of interest of our Promoter and Directors in our Company, see “Other Financial Information - Related Party
Transactions” on page 321 and “Our Management – Interests of Directors” on page 236, respectively. For further details on
our related party transactions, see “Risk Factors – 44. We have in the past entered into related party transactions 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 us”
on page 59.
Further, for details of the current and future business transactions of our Company with our Promoter and Group Companies in
relation to the purchase of land parcels pursuant to memorandums of agreement, see “History and Certain Corporate Matters
- Shareholders’ agreements and other agreements – Key terms of material agreements” on page 229. Also refer to the risk
factor “Risk Factors – 49. Our Company has entered into memorandums of agreement with our Promoter and a Group
Company which is also a member of the Promoter Group for the purchase of land for the development of hotels. Further, our
Company has entered into a lease deed for a land parcel with one of our Directors for the development of a hotel on such land
parcel. Our Promoter, Directors, and Group Companies may have conflicts of interest that may arise out of common interest
and directorships which may adversely affect our business, results of operations, financial condition and cash flows” on page
65.
25. A portion of the Net Proceeds may be utilised for repayment or prepayment of certain loan facilities availed by our
Subsidiary from ICICI Bank Limited. Further, ICICI Bank Limited is an affiliate of ICICI Securities, one of the BRLMs.
We propose to repay or pre-pay certain loan facilities availed by our Subsidiary from ICICI Bank Limited from the Net
Proceeds. The portion of the Net Proceeds allocated towards such repayment or pre-payment shall be deployed by our Company
in the form of debt investments in the Subsidiary. For further details, see “Objects of the Issue - Repayment/ prepayment, in full
or in part, of certain outstanding borrowings availed by our Company and our Material Subsidiary, namely, SRP Prosperita
Hotel Ventures Limited” on page 107. Our Company will remain interested in our Material Subsidiary to the extent of our
shareholding, and as a lender since the mode of funding will be in the form of debt.
Further, ICICI Bank Limited is an affiliate of ICICI Securities Limited, one of the Book Running Lead Managers and is not an
associate of our Company in terms of the SEBI Merchant Bankers Regulations. The loan facilities sanctioned to our Subsidiary
by ICICI Bank Limited were done as part of their lending activities in the ordinary course of business and we do not believe
that there is any conflict of interest under the SEBI Merchant Bankers Regulations, or any other applicable SEBI rules or
regulations. The loans and facilities to be repaid/prepaid have been chosen based on commercial considerations. For details see
“Objects of the Issue” on page 105. However, there can be no assurance that the repayment/prepayment of such loans from the
Net Proceeds to an affiliate of one of the Book Running Lead Managers will not be perceived as a current or potential conflict
of interest.
26. The titles over the land parcels, upon which our Company has developed or plans to develop hotels, may be subject to
legal uncertainties and defects, potentially interfering with the ownership of the hotels and resulting in costs to remedy
and cure such defects.
Some of our projects are developed on land acquired from landowners, tenants, related parties and third parties. While every
acquisition is prefaced by due diligence and assessment of the land title and interests, there exist certain irregularities in title,
including improperly executed or non-executed, unregistered or insufficiently stamped conveyance instruments in the chain of
title of the relevant land, unregistered encumbrances in favour of third parties, rights of adverse possessors, improper revenue
reports and other defects which may not be revealed or resolved through our diligence and assessment. Further, the original
title to such land may be fragmented and the land may have multiple owners and such information may not be publicly available
or revealed through our diligence and assessment. As such, these titles to such lands are subject to risks and potential liabilities
arising from inaccuracy of such information, affecting our developments and leading to a failure to realize profit on our initial
investment.
While we obtain independent title reports for the land relating to our projects and have obtained such reports with respect to
our developments, we may not be able to assess or identify all the risks and liabilities associated with such land, such as faulty
or disputed title, unregistered encumbrances or untraceable ancillary documentation. The uncertainty of title makes land
acquisition and real estate development projects more complex and may impede the transfer of title, expose us to legal disputes
and adversely affect the valuation of the land involved. We may incur considerable expense to resolve disputes or irregularities
in land titles. While we have not experienced any instances of fault or disputed titles, unregistered encumbrances or adverse
possession rights in the past which has adversely impacted our financial results, an inability to obtain good title to any plot of
land may adversely affect the development of a project. Except as disclosed below, our land titles are not impacted by
outstanding litigations:
52a) In relation to property leased by our Company at Udayagiri, situated near Bengaluru International Airport, Bengaluru
at Karnataka, individual plaintiffs filed a petition before the City Civil Judge at Devanahalli in 2007 pleading for a suit
for partition and possession of shares in the land rights, including mesne rights. The proceedings are currently pending.
We intend to develop an upper midscale hotel on the land parcel situated at Udayagiri, near Bengaluru International Airport,
Bengaluru, Karnataka. In the event these proceedings are not decided in our lessors’ favor, our lessors may lose their titles over
these properties. The loss of title by our lessors could lead to the termination of our leases, forcing us to cease operations or
suspend our future plans at these locations which could adversely impact our business, results of operations, financial condition
and cash flows.
27. Our funding requirements and proposed deployment of the Net Proceeds are based on management estimates, and we
have not entered into any definitive arrangements to utilize certain portions of the Net Proceeds of the Issue.
We intend to use the Net Proceeds of the Issue for the purposes described in the section titled “Objects of the Issue” on page
105. The objects of the Issue comprise (i) repayment/ prepayment, in full or in part, of certain outstanding borrowings availed
by our Company and Material Subsidiary; (ii) payment of consideration for buying of undivided share of land from our Promoter,
BEL; and (iii) Pursuing inorganic growth through unidentified acquisitions and other strategic initiatives and general corporate
purposes.
The objects of the Issue have not been appraised by any bank or financial institution, and our funding requirement is based on
current conditions, internal estimates, estimates received from the third-party subject matter experts and are subject to changes
in external circumstances or costs, or in other financial condition, business or strategy. Based on the competitive nature of our
industry, we may have to revise our project estimates from time to time and consequently our funding requirements may also
change. Such internal estimates may differ from the value that would have been determined by third party appraisals, which may
require us to reschedule or reallocate our expenditure, subject to applicable laws. In case of increase in the expenses or shortfall
in requisite funds, additional funds for a particular activity will be met by any means available to us, including internal accruals
and additional equity and/or debt arrangements, which may have an adverse impact on our business, results of operations,
financial condition and cash flows. Accordingly, investors in the Equity Shares will be relying on the judgment of our
management regarding the application of the Net Proceeds.
Further, pursuant to Section 27 of the Companies Act, any variation in the Objects of the Issue would require a special resolution
of the shareholders and the promoter or controlling shareholders will be required to provide an exit opportunity to the
shareholders who do not agree to such proposal to vary the Objects of the Issue, at such price and in such manner in accordance
with applicable law. Our Company, in accordance with the applicable law and to attain the objects set out above, will have the
flexibility to deploy the Net Proceeds. Pending utilisation of the Net Proceeds for the purposes described above, our Company
may temporarily deposit the Net Proceeds within one or more scheduled commercial banks included in the Second Schedule of
Reserve Bank of India Act, 1934 as may be approved by our Board. Our Company has appointed a Monitoring Agency for
monitoring the utilization of Gross Proceeds in accordance with Regulation 41 of the SEBI ICDR Regulations and the
Monitoring Agency will submit its report to us on a quarterly basis in accordance with the SEBI ICDR Regulations.
28. We rely on third party contractors for construction of our hotels and any failure or deficiency on their part to perform
their obligations could adversely affect our business, results of operations, financial condition and cash flows.
We rely on third party contractors for construction of our hotels. If a contractor fails to perform its obligations satisfactorily or
within the prescribed time periods with regard to a project, or terminates its arrangement with us, we may be unable to complete
the hotel within the intended timeframe and at the intended cost. While we have not incurred any losses as a result of our third-
party contractor’s failure to perform their obligations in the last three Fiscals which had an adverse impact on our business,
results of operations, financial condition and cash flows, in the event of any failure or deficiency on our third party contractor’s
part in the future, we may be required to incur additional cost and time to meet appropriate quality standards in a manner
consistent with our project objective, which could result in reduced profits or, in some cases, penalties and losses which we
may not be able to recover from the relevant third party contractor. We cannot assure you that the services rendered by any of
our third party contractors will always be satisfactory or match our requirements for quality. Further, if a third party contractor
does not perform its obligations in a timely manner, or cease operations or decide to discontinue the construction work, we will
be required to engage an alternative third-party contractor, which could further delay the timeline and increase costs, adversely
impacting our business, results of operations, financial condition, and cash flows.
29. There may be delays in completing certain of our statutory and regulatory filings. We cannot assure you that no
actions, regulatory or otherwise, will be initiated against our Company in the future in relation to such delays, which
could adversely affect our financial condition, results of operations and reputation.
Pursuant to a resolution passed by our Board and Shareholders, each on May 10, 2024, the authorised share capital of our
Company was reclassified from ₹2,900,000,000 divided into 9,000,000 Equity Shares of ₹10 each and 28,100,000 0.01%
OCRPS of ₹ 100 each to ₹2,900,000,000 divided into 290,000,000 Equity Shares of ₹10 each. Our Company had filed Form
SH-7 on May 10, 2024 with MCA for such reclassification of the authorised share capital. Thereafter, our Company vide a
letter dated July 8, 2024 responded to certain queries sent by the MCA and refiled Form SH-7 on July 19, 2024 (“July SH-7”),
along with certain additional fee. Further, pursuant to resolutions dated October 5, 2024 and October 14, 2024 passed by our
53Board and Shareholders, respectively, our authorised share capital was increased from ₹2,900,000,000 divided into 290,000,000
Equity Shares of ₹10 each to ₹4,500,000,000 divided into 450,000,000 Equity Shares of ₹10 each. Accordingly, as required
under applicable laws, including Section 64 of the Companies Act, 2013, we were required to file the Form SH-7 through the
MCA portal within 30 days of such increase (“October SH – 7”). However, as on the date of the Draft Red Herring Prospectus,
we had been unable to file October Form SH-7 on the MCA portal due to a delay in processing of the July SH-7 due to procedural
formalities. Subsequently, the July SH-7 was cancelled on December 20, 2024. Thereafter, the Board and Shareholders of our
Company, pursuant to resolutions, each dated January 21, 2025, have approved the increase in the authorised share capital of
our Company with retrospective effect from May 10, 2024, for which our Company has filed the Form SH-7 on February 26,
2025. The Board and Shareholders of our Company, pursuant to resolutions, each dated January 21, 2025, have further approved
the cancellation of OCRPS from the authorized share capital of the Company and the resulting decrease of the authorised share
capital of our Company from ₹ 5,710,000,000 divided into 290,000,000 Equity Shares of ₹ 10 each and 28,100,000 0.01%
OCRPS of ₹ 100 each to ₹ 2,900,000,000 divided into 290,000,000 Equity Shares of ₹ 10 each, with retrospective effect from
May 10, 2024. Thereafter, our Company has filed the Form SH-7 on April 8, 2025, for the cancellation of 28,100,000 OCRPS
of ₹ 100 each from the authorized share capital of the Company, with retrospective effect from May 10, 2024. Further, the
Board and Shareholders of our Company, pursuant to their resolutions each dated January 21, 2025, have ratified the increase
in authorised share capital from ₹ 2,900,000,000 divided into 290,000,000 Equity Shares of ₹ 10 each to ₹ 4,500,000,000
divided into 450,000,000 Equity Shares of ₹ 10 each, as approved by the Board and Shareholders on October 5, 2024 and
October 14, 2024, respectively, and our Company has filed the Form SH-7 with respect to the same on April 18, 2025. For
details, see “History and Certain Corporate Matters – Amendments to our Memorandum of Association” on page 222.
As on the date of this Red Herring Prospectus, while we have made the Form SH-7 filings on the MCA portal, there is no
assurance that that there will be no actions (regulatory or otherwise) or fines levied against us including for such delayed filings
in the future, which could adversely affect our financial condition, results of operations, cash flows and reputation.
30. We are exposed to a variety of risks associated with safety, security and crisis management.
We are committed to ensure the safety and security of our guests, employees and assets against natural and man-made threats.
These include, but are not limited to, exceptional events such as extreme weather, civil or political unrest, violence and
terrorism, serious and organized crime, fraud, employee dishonesty, cybercrime, pandemics, fire and day-to-day accidents,
incidents, health crises of guests and petty crime which impact the guest or employee experience, could cause loss of life,
sickness or injury and result in compensation claims, fines from regulatory bodies, litigation and impact our reputation. Serious
incidents or a combination of such events could escalate into a crisis which, if managed poorly, could further expose us and our
hotels to significant reputational damage. Any accidents or any criminal activity at our hotel properties may result in personal
injury or loss of life, substantial damage to or destruction of property and equipment resulting in the suspension of operations.
Any of the foregoing could subject us to litigation, which may increase our expenses in the event we are found liable, and could
adversely affect our reputation and cause a loss of consumer confidence in our business.
31. Demand for rooms in our hotels or our conferencing and meeting facilities may be adversely affected by the increased
use of business-related technology or change in preference of our corporate customers.
The increased use of teleconference and video-conference technology by businesses could result in decreased business travel
as companies increase the use of technologies that allow multiple parties from different locations to participate at meetings
without traveling to a centralized meeting location, such as our hotels. To the extent that such technologies play an increased
role in day-to-day business and the necessity for business-related travel decreases, demand for our hotel rooms or our
conferencing and meeting facilities may decrease from business travellers and corporate customers. Similarly, changes in
business spending and preferences of our corporate customers due to evolving cost of travel, spending habits and budgeting
patterns may lead to a change in the perceived attractiveness of our hotels, services and the locations at which our hotels are
situated.
32. The success of our business is dependent on our ability to anticipate and respond to customer requirements. Our
business may be affected if we are unable to identify and understand contemporary and evolving customer
preferences or if we are unable to deliver quality service as compared to our competitors.
We are engaged in the hospitality industry and are driven by the quality of service that we provide to our customers and the
expectations of such customers. The hospitality industry is affected by changes in consumer preferences, national, regional and
local economic conditions and demographic trends. We need to evolve the services offered by us in order to compete with
popular new hospitality services, operation formats, concepts or trends that emerge from time to time. We strive to keep up
with evolving customer requirements to enhance our existing business and level of customer service. Our inability to identify,
anticipate, understand and address contemporary and evolving customer preferences or to deliver quality service as compared
to our competitors could adversely affect our business. The market perception of our hotels and services may change and this
could impact our continued business success and future profitability. If we are unable to adapt our services successfully or meet
changes in consumer demands and trends, our business, financial condition, cash flows and results of operations may be
adversely affected. The quality and delivery of our services at our hotels are critical to the success of our business, which
requires enhancement to match the evolving customer preferences. These factors depend significantly on the effectiveness of
our quality control systems and standard operating procedures, which in turn, depend on the skills and experience of our
hospitality personnel, the quality training program, and our ability to ensure that such personnel adhere to our policies and
guidelines. Any failure or deterioration of our quality control systems, or our inability to deliver quality services as compared
54to our competitors, could materially and adversely affect our business, financial condition, results of operations, cash flows and
reputation.
33. In the event we fail to obtain, maintain or renew our statutory and regulatory licenses, permits and approvals required
to operate our business, including in respect of which we have made relevant applications that are currently pending,
including due to any default on the part of the owners of the properties we lease and manage, our business and results
of operations may be adversely affected.
Our operations are subject to extensive government regulations and we are required to obtain and maintain a number of statutory
and regulatory permits and approvals under central, state and local government rules in India, generally for carrying out our
business activities and operations and for each of our hotels including, without limitation, sanction of building plans, occupancy
certificates, trade licenses, licenses issued by the Food Safety and Standards Authority of India, shops and establishments
registrations, licenses to sell liquor and environmental approvals and clearances (“Material Approvals”). We may need to
apply for more approvals, including the renewal of approvals which may expire from time to time, and approvals in the ordinary
course of business. We also appoint third parties for obtaining certain licenses and approvals for our operations and any
deficiency in providing such services or any breach of law by any such third party in this regard may affect our reputation,
operations, results of operations, financial condition and cash flows.
While we have obtained a number of approvals required for our business and operations, certain Material Approvals for which
we have submitted applications for renewal are currently pending before the relevant government authorities. For details of
approvals relating to our business and operations and our pending approvals, see “Government and Other Approvals” on page
359. We cannot assure you that such approvals will be issued or granted to us in a timely manner, or at all, and any delay in the
issuance of such licenses or approvals may adversely impact the revenue and operations of the affected hotel.
Further, the approvals required by us are subject to numerous eligibility conditions or ongoing compliance. While we have not
experienced any material instances of such approvals being rejected, not received, suspended or revoked in the last three Fiscals,
we cannot assure you that such occurrences will not occur in the future, such as due to non-compliance or alleged non-
compliance with any terms or conditions thereof, or pursuant to any regulatory action.
34. Our business is capital intensive and may require additional financing to meet those requirements, which could have
an adverse effect on our results of operations, cash flows and financial condition.
Our business is capital intensive as we require capital to operate and expand our hotel properties and operations. Historically,
we have funded our capital expenditure requirements through a combination of internal accruals and term loans. Set out below
are details of our purchase of property, plant and equipment (including capital work in progress) as of the years and dates
indicated, which is also expressed as a percentage of total assets:
Particulars As of/ for the year As of / for the As of / for the year
ended March 31, year ended ended March 31,
2025 March 31, 2024 2023
Purchase of property, plant and equipment (including 947.40 554.80 97.10
capital work in progress) (₹ million) (A)
Total assets (₹ million) (B) 9,475.70 8,867.80 8,406.70
Purchase of property, plant and equipment (including 10.00% 6.26% 1.16%
capital work in progress) as a percentage of total assets
(in %) (C=A/B)
Further, we are also required to incur expenses in relation to repairs and maintenance of hotel buildings and plant and equipment.
Set out below are details of such repairs and maintenance expenses incurred in Fiscals 2025, 2024 and 2023, which is also
expressed as a percentage of total expenses:
Particulars For the year For the year For the year ended
ended March ended March 31, March 31, 2023
31, 2025 2024
Repairs & Maintenance - Building (₹ million) (A) 48.90 55.00 57.30
Repairs & Maintenance - Plant & machinery (₹ million) (B) 42.30 40.90 41.10
Repairs & Maintenance – Others (₹ million) (C) 37.70 38.10 31.60
Total expenses (₹ million) (D) 4,261.70 3,727.70 3,719.50
Repairs & Maintenance - Building as a percentage of total 1.15% 1.48% 1.54%
expenses (in %) (E = A/D)
Repairs & Maintenance – plant & machinery as a percentage 0.99% 1.10% 1.10%
of total expenses (in %) (F = B/D)
Repairs & Maintenance - others as a percentage of total 0.88% 1.02% 0.85%
expenses (in %) (G = C/D)
55Our sources of additional financing, where required to meet our capital expenditure plans, may include the incurrence of debt
or the issue of equity or debt securities or a combination of both. If we decide to raise funds through the incurrence of debt, our
interest and debt repayment obligations will increase, and could have a significant effect on our profitability and cash flows and
we may be subject to additional covenants, which could limit our ability to access cash flows from operations. Any issuance of
equity, on the other hand, would result in a dilution of your shareholding.
35. Our business is influenced by the occupancy rates of our individual hotels. Any decline in the occupancy rates of any
of our hotels due to location-specific demand, seasonal trends, competitive dynamics, and economic conditions in the
respective regions, could have an adverse impact on our business, results of operations, financial condition and cash
flows.
Our business is influenced by the occupancy rates of each of our individual hotels. The table below sets forth the average
occupancy rates for each of our hotels for the years indicated:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Average occupancy(1)
Grand Mercure Bangalore 77.01% 72.38% 81.44%
Sheraton Grand Bangalore at Brigade Gateway 78.86% 73.48% 71.16%
Grand Mercure Mysore 77.30% 78.65% 84.25%
Holiday Inn Chennai OMR IT Expressway 83.88% 85.12% 84.14%
Holiday Inn Bengaluru Racecourse 83.10% 77.39% 76.50%
Four Points by Sheraton Kochi Infopark 83.24% 69.65% 48.57%
Grand Mercure Ahmedabad GIFT City 60.08% 46.34% 39.26%
Holiday Inn Express & Suites Bengaluru OMR 77.23% 78.26% 72.32%
ibis Styles Mysuru(2) 43.31% - -
(1) Average occupancy is calculated as total room nights sold during a relevant year divided by the total available room nights during the
same year.
(2)ibis Styles Mysuru became operational since October 4, 2024.
Various factors, including location-specific demand, seasonal trends, competitive dynamics, and economic conditions in the
respective regions where our hotels are located, could affect these occupancy rates. Due to these factors, some of our hotels
may outperform while others may underperform. For example, hotels located in tourist destinations may experience higher
occupancy during peak travel seasons but may face lower occupancy during off-peak periods. Similarly, hotels in business
districts may see fluctuations based on corporate travel trends and the economic activities in those areas. This disparity could
lead to an uneven financial performance across these hotels, affecting our overall results of operations, financial condition, cash
flows and prospectus. Additionally, increased competition from new or existing hotels in the vicinity could impact the
occupancy rates of our hotels. Further, economic downturns or adverse regional economic conditions could also lead to reduced
travel and lower occupancy rates. Any decline in the occupancy rates of our hotels could adversely affect our business, results
of operations, financial condition, and cash flows.
36. Our operations are dependent on our ability to attract and retain qualified personnel, including our Key Managerial
Personnel and Senior Management Personnel and any inability on our part to do so, could adversely affect our
business, results of operations, financial condition and cash flows.
Our performance depends largely on the efforts and abilities of our Key Managerial Personnel and Senior Management
Personnel. See “Our Management” on page 232. We believe that the inputs and experience of our Key Managerial Personnel
and Senior Management Personnel are valuable for the development of our business and operations and the strategic directions
taken by our Company. Our managerial and other employees are critical to maintaining the quality and consistency of our
services and reputation and the loss of the services of our personnel may adversely affect our business and operations. While
we believe that we currently have adequate qualified personnel for our operations, we may not be able to continuously attract
or retain such personnel, or retain them on acceptable terms, given the demand for such personnel. The following table sets
forth the attrition rate for our KMPs and SMPs for the years indicated:
56Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Total number of KMPs 3 4 3
Attrition rate of KMPs (%) 33.33% 50.00% 33.33%
Total number of SMPs 2 Nil Nil
Attrition rate of SMPs (%) NA NA NA
Note: Attrition rate represents the number of resignations in the relevant category as a percentage of average number of employees in the
relevant category for the relevant Fiscal.
While there has been no instance in the last three Fiscals where the resignation of any Senior Management Personnel or Key
Managerial Personnel had an adverse impact on our business, results of operations, cash flows or financial conditions, we
cannot assure you that such instance will not arise in the future. Competition for qualified personnel with relevant industry
expertise in India is intense and the loss of the services of our key personnel may adversely affect our business, results of
operations, financial condition and cash flows. We may require a long period of time to hire and train replacement personnel
when qualified personnel terminate their employment with our Company. We may also be required to increase our levels of
employee compensation more rapidly than in the past to remain competitive in attracting employees that our business requires.
37. Suboptimal space utilization may result in higher utility expenses, increased repair and maintenance cost or
manpower-related expenses, which could have an adverse impact on our business, results of operations, financial
condition and cash flows.
We maintain an average super built-up area (calculated as built-up area plus common area) of 85.28 square meters per room
across our hotels. Our ability to optimize space utilization across our hotels is critical to managing various operational costs,
including utility expenses, repair and maintenance costs, and manpower-related expenses. Efficient space utilization is essential
for minimizing these costs and enhancing overall operational efficiency. However, any inefficiencies in space utilization may
result in higher utility expenses due to increased energy consumption. Further, inefficient space management can lead to
escalated repair and maintenance costs, as more extensive areas may require more frequent upkeep and repairs. Furthermore,
ineffective space utilization can impact manpower-related expenses. Larger or poorly organized spaces may necessitate
additional staff to maintain and manage these areas, thereby increasing labour costs. While we strive to optimize our operating
expense by using space optimally, any increase in operating costs due to inefficient space utilization could adversely impact
our business, results of operations, financial condition and cash flows.
38. Implementing energy consumption initiatives requires significant upfront investment. Any malfunction or failure in
these systems could cause operational disruptions, requiring regular maintenance and repairs, which could have an
adverse impact on our business, financial condition, results of operations and cash flows.
We have undertaken various initiatives across our hotels to reduce our energy consumption such as implementing the use of
LED lights, installing thermostats to regulate heating, ventilation and air conditioning (“HVAC”) systems, upgrading to energy-
efficient appliances, and deploying energy management systems to monitor and control various energy-consuming systems.
While these initiatives are designed to reduce energy consumption and promote sustainability, the implementation of similar
initiatives to reduce our energy consumption may require significant upfront investment, which may impact our short-term
financial performance. Additionally, the effectiveness of our energy optimization initiatives depends on the reliability and
performance of the installed technologies. Any malfunction or failure in these systems could lead to operational disruptions,
necessitating regular maintenance and potential repairs. While we have not experienced any instances of malfunctions or
failures of systems in our energy-saving systems for reducing energy consumption in the last three Fiscals which had an adverse
impact on our business, results of operations, financial condition and cash flows, we cannot assure you that such instances will
not arise in the future.
39. Our reliance on shared services across certain hotels introduces risks such as operational disruptions and resource
conflicts, which could have an adverse effect on the functioning of our hotels and business, results of operations,
financial condition and cash flows.
We focus on shared services across our hotels by consolidating certain operations and resources to enhance cost effectiveness.
For example, our three hotels managed by InterContinental Hotels Group collaborate in sharing human resources in the areas
of finance, engineering, and IT. While this approach offers benefits in terms of cost savings and operational efficiency, it also
introduces several risks. For instance, the shared services model increases our dependency on a team which manages certain
function of a particular group of hotels. Any disruption within this team, such as the loss of key personnel, could simultaneously
impact the operations of all hotels involved. This dependency heightens our vulnerability to resource allocation conflicts,
especially during peak periods or emergencies, potentially leading to suboptimal performance. Such issues could adversely
affect our business, results of operations, financial condition, and cash flows. While we have not experienced any disruptions
on account of shared services in the last three Fiscals which had an adverse impact on our business, results of operations,
financial condition and cash flows, we cannot assure you that such instances will not arise in the future.
40. The optimisation of staff-to-room ratio is critical for maintaining our operational efficiency. A higher staff-to-room
57ratio could lead to increased operational costs, which may adversely impact on our business, results of operations,
financial condition and cash flows.
The staff-to-room ratio is a critical factor in maintaining the operational efficiency within our hotels. The table below sets forth
our staff per room ratio as of the dates specified:
Particulars As at March 31, As at March As at March 31,
2025 31, 2024 2023
Staff per room ratio* 0.74 0.74 0.66
*Staff per room is calculated by employees/staffs (excluding contractual employees) engaged during the year divided by number of hotel
rooms for the same year.
A higher ratio could increase operational costs without a corresponding increase in service quality. While we strive to maintain
an optimal staff-to-room ratio, fluctuations in occupancy and unforeseen operational challenges may impact our ability to do
so consistently. If we are unable to maintain this optimal ratio, it could adversely affect our business, results of operations,
financial condition, and cash flows.
Further, we focus on improving staff productivity and efficiency through training and learning exercises. The effectiveness of
our training programs in enhancing staff productivity and efficiency is not guaranteed, and ineffective training could lead to
suboptimal performance and higher operational costs. Furthermore, allocating sufficient resources for continuous training and
development programs may strain our financial and operational resources, which could have an adverse impact on our business,
results of operations, financial condition and cash flows.
41. Developing hotels as part of larger mixed-use developments involves significant complexities and risks. If we fail to
successfully integrate our hotels into these larger developments, it could negatively impact their operations, and
consequently, our business, results of operations, financial condition, and cash flows.
We have developed hotels as part of mixed-use developments to offer integrated experiences for our customers. Mixed-use
developments are projects that combine various types of real estate, such as residential, commercial, and hospitality, within a
single integrated development. For instance, Sheraton Grand Bangalore at Brigade Gateway is situated within the integrated
lifestyle precinct of Brigade Gateway in Rajajinagar, Bengaluru (Karnataka). We intend to develop a luxury hotel under the
InterContinental brand in Hyderabad (Telangana) and an upper midscale hotel in Bengaluru (Karnataka) as part of mixed-use
developments. Several factors may impact the development of hotels as part of larger mixed-use projects. We may experience
potential delays in completion of our hotels due to dependencies on the timelines of the larger development, which could lead
to increased costs from time overruns and impact budgets. The success of our hotels may rely on the completion of other
infrastructure such as shopping malls, office spaces, or convention centers. Phased delivery of the larger project may reduce
early synergies, leading to lower-than-expected performance. We may also encounter risks of disputes among partners or
tenants within the larger development, affecting our hotel’s operations. Further, we may experience integration issues if the
hotel is launched ahead of other parts of the development, affecting the guest experience (e.g., construction noise). Additionally,
we may face difficulties in aligning hotel operations with the facilities and services within the larger development (e.g., shared
infrastructure). Negative perceptions of other components (retail or residential spaces) may also affect the hotel’s reputation.
These complexities and risks associated with developing hotels as part of larger mixed-use developments could adversely affect
our business, results of operations, financial condition, and cash flows.
42. We are 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.
We are subject to data privacy laws, rules and regulations that regulate the use of customer data. Compliance with these laws,
rules and regulations may restrict our business activities, require us to incur significant expenditure and devote considerable
time to compliance efforts. The existing and emerging data privacy laws, rules and regulations limit the extent to which we can
use personal identifiable information and limit our ability to use third party firms in connection with customer data. Compliance
with these regulations may require changes in the way data is collected, monitored, shared and used, which could increase
operating costs or limit the advantages from processing such data. In addition, non-compliance with data privacy regulations
may result in fines, damage to reputation or restrictions on the use or transfer of information. Certain of these laws, rules and
regulations are relatively new and their interpretation and application remain uncertain and are also subject to change and may
become more restrictive in the future. For instance, the Digital Personal Data Protection Act, 2023 (“DPDP Act”) which
received the assent of the President of India on August 11, 2023, but is yet to be notified, balances the rights of individuals to
protect their personal data with the need to process personal data for lawful and other incidental purposes, by providing for
personal data protection and privacy of individuals, while also stipulating several exemptions for personal data processing by
the Government of India. It also provides for the establishment of a Data Protection Board of India for taking remedial actions
and imposing penalties for breach of the provisions of the DPDP Act. It imposes restrictions and obligations on data fiduciaries,
resulting from dealing with personal data and further, provides for levy of penalties for breach of obligations prescribed under
the DPDP Act. For further details, see “Key Regulations and Policies” on page 216.
In addition, our systems and proprietary data stored electronically, including our guests’ sensitive personal information, may
58be vulnerable to computer viruses, cybercrime, computer hacking and similar disruptions from unauthorized tampering. Such
technology systems may also be vulnerable to ransomware attacks, which may block or restrict access to these systems and
impair their functionality, unless certain ransom money is paid. If such unauthorized use of our systems were to occur, data
related to our customers and other proprietary information could be compromised. While we have not experienced any instances
in the last three Fiscals where data related to our customers and other proprietary information was compromised, we cannot
assure you that such instances will not arise in the future. The integrity and protection of our customer, employee and company
data is critical to our business. Our customers expect that we will adequately protect their personal information. A theft, loss,
fraudulent or unlawful use of customer, employee or company data could harm our reputation or result in remedial and other
costs, liabilities, fines or lawsuits.
43. Our inability to meet our obligations, including financial and other covenants under our debt financing arrangements
could adversely affect our business, results of operations, financial condition and cash flows.
Our financing agreements contain certain restrictive covenants that limit our ability to undertake certain types of actions, any
of which could adversely affect our business, results of operations, financial condition and cash flows. Our Company and/or
our Subsidiary, as applicable, are required to obtain prior written consent from lenders for, among other things:
• effecting any change in the general nature of the business or any expansion or investment in any other entity;
• effecting any amendments to our Company’s constitutional documents;
• disposing our assets other than those as permitted by the lender in writing; and
• effecting any change in the ownership or control or management, including by pledge of the promoter or sponsor
shareholding in our Company.
In addition, certain terms of our financial agreements require us to maintain financial ratios such as a fixed asset coverage ratio
of 1.50 times and a debt to EBITDA ratio that must not exceed 4.5 times as of March 31, 2024, 4.0 times as of March 31, 2025,
and 3.5 times thereafter, which are tested on an annual basis. In the event we breach any financial or other covenants contained
in any of our financing arrangements, we may be required to immediately repay our borrowings either in whole or in part,
together with any related costs. Any future failure to satisfactorily comply with any condition or covenant under our financing
agreements (including technical defaults) may lead to a termination of one or more of our credit facilities, acceleration of
amounts due under such facilities, and enforcement of events of default as well as cross-defaults under certain of our other
financing agreements, any of which may adversely affect our business, financial condition, results of operations and cash flows.
As of the date of this Red Herring Prospectus, our Company has received prior consent from our lender, as required under the
relevant loan documents and has intimated the lender of our Subsidiary. Further, while there has been no breach of such
covenants in the last three Fiscals, we cannot assure you that we will be able to comply with these financial or other covenants
at all times or that we will be able to obtain the consent necessary to take the actions that we believe are required to operate and
grow our business. Further, there has not been any instance of re-scheduling/ re-structuring in relation to borrowings availed
by us from any financial institutions or banks in the last three Fiscals.
Further, we have granted security interests over certain of our assets, including our hotels and charge over operating cash flows
and book debts, in order to secure our borrowings, and any failure to satisfy our obligations under such borrowings could lead
to the forced sale and seizure of such assets, which may adversely affect our business, financial condition, results of operations
and cash flows. For further information on our indebtedness, see “Financial Indebtedness” on page 347.
Further, there has been a delay in the creation of a security in relation to the loan facility availed from Axis Bank Limited.
While Axis Bank Limited initially imposed a monetary penalty of ₹ 19.76 million for the delay in creation of such security, the
penalty was later reversed. We cannot assure you that we will not be subject to penalties in the future for any such delays, which
may have an adverse impact on our business, results of operations, financial condition and cash flows.
44. We have in the past entered into related party transactions 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 us.
We have entered into transactions with related parties, including our Promoter and one of our Directors, in the past and from,
time to time, we may enter into related party transactions in the future. These transactions include, among other things, revenue
from hospitality services, purchase of services, reimbursement of expenses, payment towards rent and interest on borrowings.
While all such transactions have been conducted on an arm’s length basis, in accordance with the Companies Act and other
applicable regulations pertaining to the evaluation and approval of such transactions and all related party transactions that we
may enter into post-listing, will be subject to Board or Shareholder approval, as necessary under the Companies Act, the SEBI
Listing Regulations and other application laws. Further, it is likely that we may enter into additional related party transactions
in the future. Such future related party transactions may potentially involve conflicts of interest.
Further, the building for our hotel Holiday Inn Express & Suites Bengaluru OMR has been leased by our Promoter, BEL.
Further, as part of one of the Objects, our Company entered into a memorandum of agreement dated October 24, 2024 (“MoA”),
read with letter of extension dated June 16, 2025, with our Promoter pursuant to which our Company propose to buy undivided
59share of 1.35 acres (5,498 square metres) from our Promoter out of the land admeasuring to 5.68 acres on which our Promoter
has proposed to develop a mall, commercial space and a hotel (“Commercial Block”) situated in Neopolis Layout II, Survey
Numbers 239 and 240 (Plot No. 8) of Kokapet Village, Gandipet Mandal, Rangareddy District, Telangana, India, which is
approximately 23.76% out of the Commercial Block . For further details, see “Objects of the Issue - Payment of consideration
for buying undivided share from our Promoter, BEL” on page 116. Other than the (i) payment of purchase consideration to our
Promoter for buying undivided share of Scheduled Property in the Land Parcel from our Promoter pursuant to the MoA (as
discussed above) there are no material existing or anticipated transactions in relation to utilisation of the proceeds of the Issue
with our Promoter.
The details of related party transactions of our Company for Fiscals 2025, 2024 and 2023 as per Ind AS 24 – Related Party
Disclosures read with SEBI ICDR Regulations based on Restated Consolidated Summary Statements are set forth in the table
below:
Sr. Name of related Nature of transactions Nature of For the Fiscals ended
No. party Relationship March 31, March 31, March 31,
2025 2024 2023
(in ₹ million)
1. Brigade Enterprises Revenue from hospitality Ultimate Parent 21.50 13.10 14.00
Limited services Company
2. Brigade Enterprises Reimbursement of expenses 1.50 18.30 0.20
Limited made by the Company
3. Brigade Enterprises Interest on borrowings 147.60 132.10 112.70
Limited
4. Brigade Enterprises Purchase of Materials - 1.50 -
Limited
5. Brigade Enterprises Rent paid 72.40 59.70 49.60
Limited
6. Brigade Enterprises Capital advance paid 125.00 - -
Limited
7. Brigade Enterprises Loan proceeds - - 150.00
Limited
8. Brigade Hospitality Purchase of Materials Fellow subsidiary 0.10 0.00 0.10
Services Limited
9. Brigade Hospitality Revenue from hospitality 0.90 0.70 0.30
Services Limited services
10. Brigade Hospitality Capital advance paid 7.60 - -
Services Limited
11. Brigade Hospitality Sale of Property, plant and - - 44.40
Services Limited equipment
12. Brigade Hospitality Reimbursement of expenses 7.50 13.80 0.10
Services Limited made by the Company
13. Subramanian Other shareholders 1.00 0.90 -
Engineering Revenue from hospitality of the subsidiary
Limited services company
14. Subramanian Reimbursement of expenses 0.40 0.30 -
Engineering made by the Company
Limited
15. Subramanian Redemption of non-convertible 5.40 - -
Engineering debentures
Limited
16. Subramanian - - 71.90
Engineering Sale of Property, plant and
Limited equipment
17. Subramanian 1.50 1.40 1.30
Engineering Interest on non-convertible
Limited debentures
18. BCV Developers Revenue from hospitality Fellow subsidiary 0.00 - 0.10
Private Limited services
19. Brigade Properties Revenue from hospitality Fellow subsidiary 0.10 - 0.60
Private Limited services
60Sr. Name of related Nature of transactions Nature of For the Fiscals ended
No. party Relationship March 31, March 31, March 31,
2025 2024 2023
(in ₹ million)
20. Brigade Properties Reimbursement of expenses - 0.80 8.30
Private Limited made by the Company
21. Brigade Flexible Revenue from hospitality Fellow subsidiary 0.10 0.00 -
Office Spaces services
Private Limited
22. Brigade Flexible Reimbursement of expenses 0.10 0.20 0.30
Office Spaces made by the Company
Private Limited
23. WTC Trades & Revenue from hospitality Fellow subsidiary 1.50 5.10 2.20
Projects Private services
Limited
24. WTC Trades & Reimbursement of expenses 20.20 21.80 18.40
Projects Private made by the Company
Limited
25. Brigade (Gujarat) Revenue from hospitality Fellow subsidiary 0.60 0.20 0.40
Projects Private services
Limited
26. Brigade (Gujarat) Reimbursement of expenses 0.10 0.30 -
Projects Private made by the Company
Limited
27. Brigade (Gujarat) Reimbursement of expenses 0.30 - -
Projects Private received by the Company
Limited
28. Perungudi Real Revenue from hospitality Fellow subsidiary 0.20 0.40 0.90
Estates Private services
Limited
29. Brigade Foundation Revenue from hospitality Fellow subsidiary 0.00 0.20 -
Trust services
30. Brigade Revenue from hospitality Fellow subsidiary 1.60 0.30 0.70
Innovations LLP services
31. Mysore Holdings Revenue from hospitality Fellow subsidiary 0.20 0.80 -
Private Limited services
32. Badri Palaniappan Revenue from hospitality Director of 0.00 0.00 0.00
services Subsidiary
Company (KMP)
33. SRP Gears Pvt Ltd Revenue from hospitality Entities in which the 0.00 0.00 0.00
services other shareholders
of the Subsidiary
Company exercises
control/significant
influence
34. Nirupa Shankar ROU asset acquired Director of Holding 89.50 - -
Company (KMP)
35. Pavitra Shankar ROU asset acquired Relative of KMP 89.50 - -
36. Nirupa Shankar Lease liabilities consequent to Director of Holding 89.50 - -
the ROU asset acquired Company (KMP)
37. Pavitra Shankar Lease liabilities consequent to Relative of KMP 89.50 - -
the ROU asset acquired
38. Nirupa Shankar Interest on lease liabilities Director of Holding 5.70 - -
Company (KMP)
39. Pavitra Shankar Interest on lease liabilities Relative of KMP 5.70 - -
40. Nirupa Shankar Security deposit - lease Director of Holding 25.00 - -
Company (KMP)
41. Pavitra Shankar Security deposit - lease Relative of KMP 25.00 - -
42. Bijou Kurien Sitting Fees Director of Holding 1.60 - -
61Sr. Name of related Nature of transactions Nature of For the Fiscals ended
No. party Relationship March 31, March 31, March 31,
2025 2024 2023
(in ₹ million)
Company (KMP)
43. Nakul Anand Sitting Fees Director of Holding 0.80 - -
Company (KMP)
44. Anup S Shah Sitting Fees Director of Holding 1.30 - -
Company (KMP)
45. Jyoti Narang Sitting Fees Director of Holding 1.50 - -
Company (KMP)
46. Sanjeev Sridharan Sitting Fees Director of 0.00 - -
Subsidiary
Company (KMP)
47. Susan Mathew Sitting Fees Director of 0.20 0.10 0.10
Subsidiary
Company (KMP)
48. Rayan Aranha Salaries and allowances (short- Manager (KMP) 5.40 1.90 -
term employee benefits)
49. Akanksha Bijawat Salaries and allowances (short- Company Secretary 2.20 - -
term employee benefits) (KMP)
50. Ananda Natarajan Salaries and allowances (short- Chief Financial 3.60 - -
term employee benefits) Officer (KMP)
51. P Shivaleela Reddy Salaries and allowances (short- Company Secretary 0.40 0.60 -
term employee benefits) (KMP)
52. Niddhi Parekh Salaries and allowances (short- Company Secretary - 0.10 0.60
term employee benefits) (KMP)
1. 0.00 represents transactions with amounts being less than ₹ 50,000.
2. Salaries and allowances (short-term employee benefits) do not include gratuity and compensated absences cost as the same are provided
for based on the actuarial valuation made at Company level.
List of related party transactions of our Company which are eliminated on consolidation, are as disclosed below:
(in ₹ million)
Nature of transaction Name of related For the Fiscals ended
party March 31, March 31, March 31,
2025 2024 2023
Reimbursement of expenses made by the Company SRP Prosperita 1.30 1.20 5.80
Rent paid Hotel Ventures 0.10 - 3.30
Security deposit paid Limited 0.10 - -
Revenue from hospitality services (Subsidiary) - 1.50 -
Redemption of non-convertible debentures 25.80 - -
Security deposit received back - - 3.30
Interest income on non-convertible debentures 3.70 3.40 3.00
45. Some of our Directors and our Promoter have interests other than reimbursement of expenses incurred and normal
remuneration or benefits in our Company.
Certain of our Directors are interested in our Company in addition to regular remuneration or benefits and reimbursement of
expenses from our Company and to the extent of any remuneration paid to them for services rendered as an officer or employee
of our Company. The nature of such interests are, inter alia, to the extent of their shareholding, any transactions entered into by
our Company or Subsidiary in the ordinary course of business with companies or firms in which our Directors hold directorships
or are interested, and in any property acquired or proposed to be acquired of our Company or by our Company. For the payments
that are made by our Company to related parties including remuneration to our Directors, see “Summary of the Issue Document
– Summary of Related Party Transactions” on page 25. Our Promoter, is also interested to the extent of their shareholding and
payment of purchase consideration to be paid by our Company for buying undivided share in the land as part of one of the
objects of the Issue, as well as the purchase consideration to be paid by our Company for the land parcel for development of
hotel property at Bommasandra Industrial area, Near Hosur, Bengaluru in Karnataka, pursuant to a memorandum of agreement
dated October 21, 2024. Our Promoter is also interested in the memorandum of agreement dated October 21, 2024, entered into
between our Company and Brigade Hospitality Services Limited, one of our Group Company entities, for acquisition of land
by our Company in Vaikom, Kerala. Further, our Company has leased land at Udayagiri, situated near Bangalore International
Airport in Karnataka from Nirupa Shankar, who is a director on the boards of our Company, our Promoter and Subsidiary, and
Pavitra Shankar, who is on the board of our Promoter, for 29 years from 2024 to 2053 for development of a hotel. We cannot
assure you that our Promoter and such Directors will exercise their rights as shareholders to the benefit and best interest of our
62Company under all circumstances. As our holding company, our Promoter may take actions with respect to our business which
may conflict with the interests of the minority shareholders of our Company. For more information, see “Our Management -
Interests of our Directors” and “Our Promoter and Promoter Group - Interest of our Promoter” on pages 236 and 250,
respectively.
46. A portion of the Net Proceeds may be utilized for the repayment/ prepayment, in full or in part, of certain outstanding
borrowings availed by our Company and our Material Subsidiary.
Our Company and our Material Subsidiary have entered into various financial arrangements with banks and financial
institutions. The loan facilities entered into by our Company and our Material Subsidiary includes borrowing in the form of,
inter alia, term loans and working capital facilities. As of May 31, 2025, we had total borrowings of ₹ 6,191.50 million on a
consolidated basis. For further details, see “Financial Indebtedness” beginning on page 347.
We propose to utilise an estimated amount of ₹ 4,136.90 million and ₹ 544.50 million aggregating to ₹ 4,681.40 million from
the Net Proceeds towards repayment/ prepayment, in full or in part, of all or a portion of certain borrowings availed by our
Company and our Material Subsidiary, respectively. For details of the borrowing which our Company and Material Subsidiary
may repay/prepay, see “Objects of the Issue - Repayment/ prepayment, in full or in part, of certain outstanding borrowings
availed by our Company and our Material Subsidiary, namely, SRP Prosperita Hotel Ventures Limited – Utilisation of loans
by our Company” and “Objects of the Issue - Repayment/ prepayment, in full or in part, of certain outstanding borrowings
availed by our Company and our Material Subsidiary, namely, SRP Prosperita Hotel Ventures Limited – Utilisation of loans
by our Material Subsidiary” on pages 107 and 113, respectively.
Furthermore, we propose to repay, or prepay loans obtained by our Material Subsidiary from ICICI Bank Limited, an affiliate
of ICICI Securities Limited, one of the BRLMs. Also see “Risk Factor 25.- A portion of the Net Proceeds may be utilised for
repayment or prepayment of certain loan facilities availed by our Subsidiary from ICICI Bank Limited. Further, ICICI Bank
Limited is an affiliate of ICICI Securities, one of the BRLMs” on page 52.
Further, no assurance can be made that our Company and our Material Subsidiary will not require further funding and that such
funding will be available at attractive rates or that by repaying the borrowing of Axis Bank Limited and ICICI Bank Limited,
will in fact improve our available funding alternatives. The selection of borrowings proposed to be prepaid or repaid amongst
the borrowing arrangements availed by our Company and Material Subsidiary, as disclosed under “Objects of the Issue – Details
of the Objects - Repayment/ prepayment, in full or in part, of certain outstanding borrowings availed by our Company and our
Material Subsidiary, namely, SRP Prosperita Hotel Ventures Limited” on page 107, will be based on various factors, including
(i) any conditions attached to the borrowings restricting our ability to prepay the borrowings and time taken to fulfil such
requirements, (ii) levy of and prepayment penalties and the quantum thereof, (iii) provisions of any law, rules, regulations
governing such borrowings, and (iv) other commercial considerations including, among others, the interest rate on the loan
facility, the amount of the loan outstanding and the remaining tenor of the loan. No assurance can be made that we select the
most attractive prepayment or repayment opportunities.
47. Our Company has acquired land in the last five years from our Promoter and entities which are related to our
Promoter and a portion of the Net Proceeds may be utilized for payment of purchase consideration by our Company
to our Promoter for buying of undivided share in the land parcel owned by our Promoter.
Our Company has entered into a binding memorandum of agreement dated October 24, 2024 (“MoA”) read with letter of
extension dated June 16, 2025with our Promoter pursuant to which our Company proposes to buy an undivided share of 1.35
acres (5,498 square metres) (“Scheduled Property”) from our Promoter out of the Commercial Block situated in Neopolis
Layout II, Survey Numbers 239 and 240 (Plot No. 8) of Kokapet Village, Gandipet Mandal, Rangareddy District, Telangana,
India which is part of the larger land measuring to 39,295.08 sq. metres, which is equivalent to 9.71 acres (“Land Parcel”)
owned by our Promoter. We propose to utilise an amount of ₹1,075.19 million from the Net Proceeds towards payment of
outstanding purchase consideration for the said Scheduled Property in accordance with the MoA by our Company to our
Promoter, inclusive of stamp duty, registration and transfer duty charges amounting to ₹83.71 million. The Scheduled Property
is the proportionate undivided share in the Land Parcel which is equivalent to the hotel portion of the commercial tower
proposed to be constructed on the Land Parcel. For details, please see “Objects of the Issue – Payment of consideration for
buying undivided share from our Promoter, BEL” on page 116. As per the valuation report dated October 24, 2024, the approach
employed to arrive at the fair market value was the ‘residual approach’, based upon similar properties that had been sold on an
arm’s length basis or were offered for sale in the relevant micro-market. Additionally, while the outstanding purchase
consideration will be paid to our Promoter on an arms’ length basis and in compliance with Companies Act, 2013, and a
valuation report from Er. Venkateshwarlu Jagini, Technocrats, Registered Valuers, dated October 24, 2024 has been obtained
in this regard, there can be no assurance that the payment from the Net Proceeds to our Promoter will not be perceived as a
current or potential conflict of interest. Further, upon receipt of the outstanding Purchase Consideration which is proposed to
be paid from the Net Proceeds, our Promoter shall execute a sale deed in favour of our Company in terms of the MoA. Only
after the proposed sale deed is executed, our Company will become the registered owner of the Scheduled Property. For further
details, see “Objects of the Issue” on page 105.
Other than the payment of purchase consideration to our Promoter for buying the Scheduled Property in the Land Parcel from
our Promoter pursuant to the MoA, there are no material existing or anticipated transactions in relation to utilisation of the
63proceeds of the Issue with our Promoter, members of the Promoter Group, Directors, Key Managerial Personnel, Senior
Management Personnel and Group Companies. Further, our Promoter has no relationship with any entity from whom our
Company has acquired or proposed to acquire land from in the last five years except as follows:
(i) one of our Group Company entities, Brigade Hospitality Services Limited, has entered into a memorandum of
agreement dated October 21, 2024 with our Company to purchase land measuring 7.62 acres for the development
of hotel property at Vaikom, Kerala;
(ii) our Company entered into a memorandum of agreement, dated October 21, 2024, with our Promoter, BEL, for
the purchase of land admeasuring 1.03 acres at Bommasandra Industrial area, Near Hosur, Bengaluru in
Karnataka, for development of a hotel; and
(iii) our Company has leased land at Udayagiri, situated near Bengaluru International Airport, Bengaluru in Karnataka
from Nirupa Shankar, who is a director on the Boards of our Company, our Promoter and our Subsidiary, and
Pavitra Shankar, who is on the Board of our Promoter, for 29 years from 2024 to 2053 for development of a hotel.
48. We purchased some materials and procured some services from Brigade Enterprises Limited, our Promoter in the
past. While there is no conflict of interest with our Promoter, any conflicts that may arise in the future may have an
adverse effect on our business, financial condition, cash flows and results of operations.
We have entered into transactions with our Promoter with respect to the procurement of some materials and services in the past
and from, time to time, we may enter into such related party transactions in the future. These transactions include, among other
things, purchase of materials, payment of rent, receipt of loans, and payment of interest on those loans. While all such
transactions have been conducted on an arm’s length basis, in accordance with the Companies Act and other applicable
regulations pertaining to the evaluation and approval of such transactions and all related party transactions that we may enter
into post-listing, will be subject to Board or Shareholder approval, as necessary under the Companies Act, the SEBI Listing
Regulations and other application laws. Further, it is likely that we may enter into additional related party transactions in the
future. Such future related party transactions may potentially involve conflicts of interest.
The details of related party transactions of our Company with the following related party for the Fiscals ended March 31, 2025,
March 31, 2024 and March 31, 2023 as per Ind AS 24 – Related Party Disclosures read with SEBI ICDR Regulations based on
Restated Consolidated Summary Statements are set forth in the table below:
Sr. Name of related Nature of transactions Nature of For the Fiscals ended
No. party Relationship March 31, March 31, March 31,
2025 2024 2023
(in ₹ million)
1. Brigade Revenue from hospitality services Ultimate Parent 21.50 13.10 14.00
Enterprises Company
Limited
2. Brigade Reimbursement of expenses made 1.50 18.30 0.20
Enterprises by the Company
Limited
3. Brigade Interest on borrowings 147.60 132.10 112.70
Enterprises
Limited
4. Brigade Purchase of materials - 1.50 -
Enterprises
Limited
5. Brigade Capital advance paid 125.00 - -
Enterprises
Limited
6. Brigade Rent paid 72.40 59.70 49.60
Enterprises
Limited
7. Brigade Loan proceeds - - 150.00
Enterprises
Limited
Further, as part of one of the Objects, our Company entered into a memorandum of agreement dated October 24, 2024 (“MoA”),
read with letter of extension dated June 16, 2025, with our Promoter pursuant to which our Company propose to buy undivided
share of 1.35 acres (5,498 square metres) from our Promoter out of the land admeasuring to 5.68 acres on which our Promoter
has proposed to develop a mall, commercial space and a hotel (“Commercial Block”) situated in Neopolis Layout II, Survey
64Numbers 239 and 240 (Plot No. 8) of Kokapet Village, Gandipet Mandal, Rangareddy District, Telangana, India, which is
approximately 23.76% out of the Commercial Block. For further details, see “Objects of the Issue - Payment of consideration
for buying undivided share from our Promoter, BEL” on page 116.
Further, pursuant to a license agreement dated September 26, 2024 (“Trademark License Agreement”), executed between
our Company and our Promoter, we have been granted a non-exclusive, non-transferable, non-assignable and non-sub licensable
license to use the name and logo “Brigade” of our Promoter as inter alia part of our corporate name, advertisements, annual
reports and other business-related purposes, for an annual license fee of ₹ nil. For details, see “Risk Factors – 20. We do not
own the “Brigade” trademark or the trademark to our logo. We have entered into a license agreement with our Promoter for
the usage of the “Brigade” trademark, and the trademark license agreement may be terminated under certain circumstances
and we may have to discontinue the use of our logo.” on page 45.
While there is no conflict of interest with our Promoter, such conflicts may arise in the future. In the event of a conflict of
interest, we cannot assure whether the services and materials offered to us through our Promoter will remain unimpacted and
will not adversely affect our business, financial condition, cash flows and results of operations.
49. Our Company has entered into memorandums of agreement with our Promoter and a Group Company which is also
a member of the Promoter Group for the purchase of land for the development of hotels. Further, our Company has
entered into a lease deed for a land parcel with one of our Directors for the development of a hotel on such land
parcel. Our Promoter, Directors, and Group Companies may have conflicts of interest that may arise out of common
interest and directorships which may adversely affect our business, results of operations, financial condition and
cash flows.
Our Company intends to develop five additional hotels. For details, see “Our Business – Immovable Properties” on page 214.
Our Company has entered into memorandums of agreement with our Promoter and a Group Company which is also a member
of the Promoter Group for the purchase of land in relation to the development of certain hotels.
The details of the memorandums of agreements are provided below:
Sr. Hotel Party Relation Memorandum of Total consideration Amount paid as on
No. involved with the agreement or lease (in ₹ million) the date of the
Company deed, as applicable RHP*
(in ₹ million)
1 Upper midscale BEL Promoter A memorandum of 150.00 15.00
Hotel under agreement dated
‘Fairfield by October 21, 2024,
Marriott’ brand read with letter of
in Bengaluru extension dated June
(Karnataka), 16, 2025, has been
Bommasandra executed between our
Industrial area, Company and BEL to
Near Hosur, acquire the land
Bengaluru parcels admeasuring
(Karnataka) 1.03 acres for
developing an upper
midscale hotel on the
land parcel which will
be undertaken by our
Company.
2 Luxury hotel BEL Promoter A memorandum of 1,101.48 ^ 110.00^
under the agreement dated
InterContinental October 24, 2024,
brand in read with letter of
Kokapet, extension dated June
Hyderabad 16, 2025, has been
(Telangana) executed between our
Company and BEL to
acquire undivided
share in land parcel
admeasuring 1.35
acres for developing a
luxury hotel on the
land parcel which will
be undertaken by our
65Sr. Hotel Party Relation Memorandum of Total consideration Amount paid as on
No. involved with the agreement or lease (in ₹ million) the date of the
Company deed, as applicable RHP*
(in ₹ million)
Company.
3 Luxury Brigade Group Our Company owns 76.20 7.62
wellness resort Hospitality Company 7.08 acres of freehold
under ‘The Ritz- Services and a land and has entered
Carlton’ brand Limited member into a memorandum
in Vaikom, of the of agreement dated
Kerala Promoter October 21, 2024,
Group read with letter of
extension dated June
16, 2025, with
Brigade Hospitality
Services Limited to
acquire an additional
7.62 acres for
developing luxury
wellness resort on the
land parcel which will
be undertaken by our
Company.
*Our Company has paid an advance sale consideration on the date of signing the respective memorandums of agreement, with the remaining
amount due at the time of execution and registration of the sale deed.
^ Excluding stamp duty, registration and transfer charges amounting to ₹83.71 million.
Further, our Company has entered into a lease deed for a land admeasuring 2.43 acres, which has been leased from Nirupa
Shankar, one of our Directors, and Pavitra Shankar for developing an upper midscale hotel on the leased land which will be
undertaken by our Company in Udayagiri, near Bengaluru International Airport, Bengaluru (Karnataka). The lease deed is valid
for 29 years from 2024 to 2053. The monthly lease rental amount of ₹ 1.00 million per month (excluding GST) shall be payable
from May 1, 2027, subject to an enhancement at the rate of 15% on the last rent paid once in every three years.
Our Company has paid certain amounts to Nirupa Shankar pertaining to the leased land mentioned above, the details of which
are included in the table below.
The details of the related party transactions of our Company with the following related party for the Fiscals ended March 31,
2025, March 31, 2024 and March 31, 2023 as per Ind AS 24 – Related Party Disclosure read with the SEBI ICDR Regulations
based on Restated Consolidated Summary Statements are set forth in the table below:
(in ₹ million)
Name of the Nature of transaction Nature of For the Fiscals ended
related party relationship March 31, March 31, March 31,
2025 2024 2023
Nirupa ROU asset acquired Director of 89.50 - -
Shankar Lease liabilities consequent to the Holding 89.50 - -
ROU asset acquired Company
(KMP)
Interest on lease liabilities 5.70 - -
Security deposit - lease 25.00 - -
We cannot assure you that we will be able to renew the lease on commercially acceptable terms or at all. In the event that the
lease deed for the land on which the proposed hotel is to be located is terminated or if we are unable to renew the lease, we will
be unable to utilize the proposed hotel and we may be unable to benefit from the existing capital expenditure and investments
made by us in such hotel.
Further, Nirupa Shankar and Amar Shivram Mysore, our Directors, are also directors on the board of our Promoter, with whom
our Company has entered into two memorandums of agreement dated October 21, 2024 and October 24, 2024, each read with
its respective letter of extension dated June 16, 2025. Further, Nirupa Shankar, Amar Shivram Mysore and Vineet Verma, our
Directors, are also directors of Brigade Hospitality Services Limited, with whom our Company has entered into a memorandum
of agreement dated October 21, 2024. For details, see “Our Management – Interests of Directors” on page 236. Further, our
Promoter is interested in the memorandum of agreement dated October 21, 2024. For details, see “Our Promoter and Promoter
Group - Relationship of Promoter with any entity from whom the Company has acquired or proposes to acquire land” on page
250.
66In light of the above factors, our Promoter, Directors and Group Companies may have conflicts of interest with us which may
adversely affect our business, results of operations, financial condition and cash flows. Further, we cannot assure you that the
abovementioned Directors will not favour the interests of such entities over our interests in future or that we will be able to
suitably resolve any such conflicts without an adverse effect on our business. Any conflict of interests between our Company
and our Promoter, Directors and Group Companies in the future may adversely affect our business, results of operations,
financial condition and cash flows. For further details, see “Risk Factors - 24. Our Company, Promoter, Subsidiary, entities
forming part of our Promoter Group, Group Companies and Directors may have conflicts of interest that may arise out of
common business pursuits in the ordinary course of business” and “Risk Factors - 45. Some of our Directors and our Promoter
have interests other than reimbursement of expenses incurred and normal remuneration or benefits in our Company” on pages
47 and 62, respectively.
50. We have certain contingent liabilities as of March 31, 2025 as per Ind AS 37 - Provisions, Contingent Liabilities and
Contingents Assets that have been disclosed in our Restated Consolidated Summary Statements, which if they
materialize, may adversely affect our results of operations, cash flows and financial condition.
As of March 31, 2025, our contingent liabilities as per Ind AS 37 - Provisions, Contingent Liabilities and Contingents Assets
that have been derived from our Restated Consolidated Summary Statements, were as follows:
Particulars Amount (₹ million)
Bank guarantee 22.10
Income Tax demands 26.70
Goods and Services Tax demands 203.30
Property tax demand under litigation 287.40
If a significant portion of these liabilities materialize, it could have an adverse effect on our business, cash flows, financial
condition and results of operations. For further information of contingent liability as of March 31, 2025 as per Ind AS 37 -
Provisions, Contingent Liabilities and Contingents Assets, see “Restated Consolidated Summary Statements – Note 27. -
Commitments and Contingencies” on page 297.
51. While we currently have adequate insurance coverage, our insurance coverage in the future may not be sufficient or
may not adequately protect us against all material hazards, which may adversely affect our business, results of
operations, cash flows and financial condition.
We maintain insurance policies in respect of buildings and equipment (including plate glass insurance) covering losses due to
fire and special perils (and incidental losses), burglary, electrical or mechanical breakdown, fidelity guarantee and money
insurance. We also maintain directors’ and officers’ liability insurance, workmen compensation policies and health insurance
for our employees. Notwithstanding the insurance coverage that we carry, we may not be fully insured against certain types of
risks. There are many events, other than the ones covered in the insurance policies specified above, that could significantly
impact our operations, or expose us to third-party liabilities, for which we may not be adequately insured. To the extent that we
suffer any loss or damage that is not covered by insurance or exceeds our insurance coverage, our business, cash flows, financial
condition and results of operations could be adversely affected. Any damage suffered by us in excess of such limited coverage
amounts, or in respect of uninsured events, not covered by such insurance policies will have to be borne by us.
Except for the insurance amount received for machinery losses in December 2024 caused by water ingress into the basement
due to excessive rainfall, amounting to ₹ 0.39 million, we have not claimed any insurance amount in the last three Fiscals. We
cannot assure you that any claim under the insurance policies maintained by us will be honoured fully, in part, on time, or at
all. Further, we cannot assure that any future losses will not exceed our insurance coverage. The following tables set forth
details of coverage of our insurance policies against the total insurable assets in the years indicated:
As of/ for the year ended As of / for the year ended As of / for the year ended
March 31, 2025 March 31, 2024 March 31, 2023
Particulars Amount (₹ Percentage of Amount (₹ Percentage of Amount (₹ Percentage of
million) the total million) the total million) the total
insurable insurable insurable
assets* assets* assets*
Coverage of Insurance Policies 23,255.57 397.00% 22,111.59 384.38% 19,635.15 346.25%
* Insured assets comprises of net book value of property, plant and equipment (excluding Lease hold land (ROU Asset) and Freehold Land),
Capital Work-in-progress as at the end of the relevant financial year, with the details computed on a consolidated basis as of March 31,
2025, March 31, 2024 and March 31, 2023.
If we were to make a claim under an existing insurance policy, we may not be able to successfully assert our claim for any
liability or loss under such insurance policy. While we have not faced any such instances in the last three Fiscals which led to
an adverse effect on our business or operations, if our losses significantly exceed or differ from our insurance coverage or
cannot be recovered through insurance in the future, our business, results of operations, cash flows and financial condition
could be adversely affected.
67We typically take coverage on replacement cost of assets. Although we believe we have industry standard insurance for our
properties, if a fire or natural disaster substantially damages or destroys some or all of our properties, the proceeds of any
insurance claim may be insufficient to cover rebuilding costs. In such circumstances, we would have to bear such loss or
damage. Further, the costs of coverage may increase in the future. Such costs may become so high that insurance policies we
deem necessary for our operations may not be obtainable on commercially practicable terms, or at all, or policy limits may need
to be reduced or exclusions from our coverage expanded. Any of the foregoing may adversely affect our business, results of
operations, financial condition and cash flows. The table sets forth details of the insurance expense incurred by us in the years
indicated, which is also expressed as a percentage of total expenses:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
(₹ in million, unless otherwise stated)
Insurance (A) 18.90 23.70 18.70
Total expenses (B) 4,261.70 3,727.70 3,719.50
Insurance as a percentage of total expenses (in %) 0.44% 0.64% 0.50%
(C=A/B)
Further, for some of our insurances, we may not have added a third-party as beneficiary / co-insured to our insurance or taken
the approval of such third parties for availing such insurance as required by regulations or contractual obligations, which may
have an impact on the amount of insurance claim to be paid out.
52. We are subject to extensive government regulation with respect to safety, health, environmental, real estate, excise
and labour laws. Any non-compliance with, or changes in, regulations applicable to us may adversely affect our
business, results of operations, financial condition and cash flows.
Operational risks are inherent in our business as it includes rendering services at high quality standards at our hotels. A failure
to manage such risks could have an adverse impact on our business, results of operations, financial condition and cash flows.
Certain operational risks are inherent in our businesses due to the nature of the industry in which we operate. We provide
hospitality services, including food and beverage, cleaning and housekeeping, and security services, at our hotels. In rendering
such services our personnel are required to adhere to regulatory requirements and standard operating procedures with regard to
health, safety and hygiene and in their interaction with our guests and other members of the public. Food and beverage services
require proper packaging and labelling and the careful and hygienic handling of food products, which if improperly packaged
or handled may have an adverse impact on the health of our guests. Similarly, cleaning and housekeeping services involve the
handling of chemicals such as cleaning solutions, which if handled improperly may have an adverse impact on the health of our
employees, guests and on the environment. Consequently, our business is associated with certain safety, privacy and public
health concerns.
As on the date of this Red Herring Prospectus, our Company is not a party to any material civil or criminal litigation pertaining
to safety, privacy or public health concerns. However, failure to effectively implement corporate, crisis response, training and
management policies and protocols and to adequately address and manage risks inherent in our business, or a failure to meet
the requirements of our guests, or a failure to develop effective risk mitigation measures, could have an adverse effect on our
hotels’ reputation, guest loyalty and consequently, our business, results of operations, financial condition and cash flows.
53. We rely on contract labour for carrying out certain of our operations and we 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 our results of operations, financial condition and
cash flows.
We appoint independent contractors who in turn engage on-site contract labour for performance of certain of our operations.
As of March 31, 2025, we had 251 contract labourers. Although we do not engage these labourers directly, we may be held
responsible for any wage payments to be made to such labourers in the event of default by such independent contractor. Any
requirement to fund their wage requirements may have an adverse impact on our results of operations, financial condition and
cash flows. While we have not faced any such instances in the last three Fiscals where we were required to pay wages to contract
labourers, we cannot assure you that such instances will not arise in the future. In addition, under the Contract Labour
(Regulation and Abolition) Act, 1970, as notified and enforced by the central government and adopted with such modifications
as may be deemed necessary by the respective state governments, we may be required to absorb a number of such contract
labourers as permanent employees. In the event of any non-compliance by contractors with statutory requirements, legal
proceedings may be initiated against us. Thus, any such order from a regulatory body or court may have an adverse effect on
our business, results of operations, financial condition and cash flows.
54. If we are unsuccessful in implementing our strategies, particularly our growth strategy, our business, financial
condition, results of operations and cash flows may be adversely affected.
The success of our business relies heavily on our ability to effectively implement our strategies, which include expanding
operations by developing new hotels at select locations, focusing on improving operating efficiencies and increasing revenues,
and expanding our portfolio through opportunistic and accretive acquisitions. For further details on our strategies, see “Our
68Business – Our Strategies” on page 197. Even if we have successfully executed our business strategies in the past, we cannot
assure you that we will be able to execute our strategies on time and within the estimated budget, or that we will achieve
expected results. We expect our strategies to place significant demands on our management and other resources and require us
to continue developing and improving our operational, financial and other internal controls, as well as technology systems. We
may be unable to sustain such growth in revenues and profits or maintain a similar rate of growth in the future. Further, as we
grow and diversify, we may be unable to execute our projects efficiently, which could result in delays, increased costs and
diminished quality and may adversely affect our reputation. If we are unable to implement our growth strategy effectively, our
business, financial condition, results of operations and cash flows may be adversely affected.
55. We may not be able to successfully meet working capital or capital expenditure requirements due to the unavailability
of funding on acceptable terms.
Our business is capital intensive as we require capital to operate, refurbish and expand our properties and operations. Due to
the fact that certain of our properties are positioned as premium properties, the costs of maintenance may be higher, and the
need for rebuilding or refurbishment more frequent in order to maintain their market position as premium properties. Our
properties may require periodic capital expenditure for refurbishments, renovation and improvements beyond our current
estimates and we may not able to secure funding for such capital expenditure, in a timely manner or at all. For further details,
see “Risk Factors – 5. Our operations entail certain recurring expenses, and our inability to manage expenses may have an
adverse effect on our business, results of operations, financial condition and cash flows.” on page 35. The actual amount and
timing of our future capital requirements may differ from estimates as a result of, among other factors, unforeseen delays or
cost overruns, unanticipated expenses, regulatory changes, delay in obtaining regulatory approvals, economic conditions, design
changes, weather related delays, technological changes and additional market developments. Our sources of additional
financing, where required to meet our capital expenditure plans, may include the incurrence of debt or the issue of equity or
debt securities or a combination of both. If we decide to raise funds through the incurrence of debt, our interest and debt
repayment obligations will increase, and could have a significant effect on our profitability and cash flows and we may be
subject to additional covenants, which could limit our ability to access cash flows from operations. There are also restrictions
on our ability to grant security over our land in favor of our creditors. Any issuance of Equity Shares, on the other hand, would
result in a dilution of your shareholdings. Our ability to arrange financing and the costs of such financing are dependent on
numerous factors, including general economic and capital market conditions, credit availability from financial institutions,
investor confidence, results of operations and cash flows, the amount and terms of our existing indebtedness, our credit ratings,
the continued success of our properties and laws that are conducive to raising debt and equity. Factors such as decreases in the
market rates for development projects, delays in the release of finances for certain projects in order to take advantage of future
periods of more robust real estate demand; decreases in room, rental or occupancy rates; financial difficulties of key contractors
resulting in construction delays; and financial difficulties of key tenants in at our annuity assets could impact the availability of
credit. Our inability to raise adequate finances may result in our results of operations, cash flows and business prospects being
materially and adversely affected.
56. Any failure of our information technology systems could adversely affect our business and our operations.
We use software and technology infrastructure to support our business. We use an enterprise resource planning (“ERP”)
software for our business transactions along with an enterprise document management system. These systems may be
susceptible to outages due to fire, floods, power loss, telecommunications failures, natural disasters, break-ins and similar
events. Effective response to such disruptions will require effort and diligence on the part of our third-party vendors and
employees to avoid any adverse effect to our information technology systems. While we have not faced any such disruption
which resulted in an adverse effect on our business and operations in last three Fiscals, any disruption in the future could
adversely affect our business operations.
57. Existing or planned amenities and transportation infrastructure at or near our hotels could be closed, relocated,
terminated, delayed or not completed at all. Disruptions or lack of basic infrastructure such as electricity and water
supply could adversely affect our operations.
We require a significant amount and continuous supply of basic amenities such as electricity and water, and any disruption in
the supply thereof could affect the operations of our hotels and the services to our guests. We currently source our water
requirements from governmental water supply undertakings and water tankers and depend on state electricity boards and private
suppliers for our energy requirements. Further, we rely on largescale air-conditioning plants to maintain cooling standards,
operations and services to our guests and any interruption in the functioning of such air conditioning plants could cause serious
reputation and operational risks at our hotels. Although we have diesel generators and back-up generators to meet exigencies
at all of our hotels, we cannot assure you that our hotels will have sufficient back-up during government mainline power failures.
While we have not faced any such disruption which led to an adverse effect on our business and operations in the last three
Fiscals, any disruption in the future could adversely affect our business operations. Further, any failure on our part to obtain
alternate sources of electricity or water, or address mechanical, electrical and plumbing failure, in a timely manner, and at an
acceptable cost in the future, may have an adverse effect on our business, cash flows, results of operations and financial
condition.
The location of our hotels and their accessibility through transport services and related infrastructure are of significant relevance
to us. We cannot assure you that the transportation infrastructure and services near, or anticipated to be near, our hotels will not
be closed, relocated, terminated, delayed or remain incomplete. While we have not faced such instances in the last three Fiscals
69which resulted in an adverse effect on our business and operations, if the accessibility of any of our hotels is adversely affected
in the future, it could negatively affect their attractiveness and marketability which may, in turn, may impact our business, cash
flows, results of operations and financial condition.
58. Our Promoter will continue to hold a significant equity stake in our Company after the Issue and their interests may
differ from those of the other shareholders.
As on the date of this Red Herring Prospectus, our Promoter holds 95.26% of the pre-Issue issued, subscribed and paid-up
Equity Share capital of our Company. For further information on their shareholding pre and post-Issue, see “Capital Structure”
on page 94. After the completion of the Issue, our Promoter will continue to collectively hold majority of the shareholding in
our Company and will continue to exercise significant influence over our business policies and affairs and all matters requiring
Shareholders’ approval, including the composition of our Board, the adoption of amendments to our constitutional documents,
the approval of mergers, strategic acquisitions or joint ventures or the sales of substantially all of our assets, and the policies
for dividends, lending, investments and capital expenditure or any other matter requiring special resolution. This concentration
of ownership also may delay, defer or even prevent a change in control of our Company and may make some transactions more
difficult or impossible without the support of our Promoter. The interests of our Promoter as our controlling shareholder could
conflict with our interests or the interests of our other shareholders. We cannot assure you that our Promoter will act to resolve
any conflicts of interest in our favour and any such conflict may adversely affect our ability to execute our business strategy or
to operate our business. For further information in relation to the interests of our Promoter in the Company, see “Our
Management” and “Our Promoter and Promoter Group” on pages 232 and 248 respectively.
We are also dependent on the reputation of our Promoter, BEL. Any adverse publicity relating to our Promoter, BEL, may
result in greater regulatory scrutiny of our operations. Further, if there is any reputational harm to our Promoter, BEL, our
business, results of operations, financial condition and cash flows could be adversely affected.
59. Any variation in the utilization of the Net Proceeds as disclosed in this Red Herring Prospectus shall be subject to
certain compliance requirements, including prior approval of the shareholders of our Company.
We propose to utilize the Net Proceeds towards (i) repayment/ prepayment, in full or in part, of certain outstanding borrowings
availed by our Company and Material Subsidiary; (ii) payment of consideration for buying of undivided share of land from our
Promoter, BEL; and (iii) pursuing inorganic growth through unidentified acquisitions and other strategic initiatives and general
corporate purposes. For further information on the proposed objects of the Issue, see “Objects of the Issue” beginning on page
105. Further, we cannot determine with any certainty if we would require the Net Proceeds to meet any other expenditure or
fund any exigencies arising out of the competitive environment, business conditions, economic conditions or other factors
beyond our control. In accordance with the Companies Act, 2013 and the SEBI ICDR Regulations, we cannot undertake
variation in the utilization of the Net Proceeds as disclosed in this Red Herring Prospectus without obtaining the approval of
the Shareholders through a special resolution. In the event of any such circumstances that require us to vary the disclosed
utilization of the Net Proceeds, we may not be able to obtain the approval of the Shareholders in a timely manner, or at all. Any
delay or inability in obtaining such approval of the Shareholders may adversely affect our business or operations. Further, our
Promoter (who is also a controlling Shareholder)would be required to provide an exit opportunity to the shareholders of our
Company who do not agree with our proposal to modify the objects of the Issue, at a price and manner as prescribed by the
SEBI ICDR Regulations.
Additionally, the requirement on our Promoter (who is also a controlling Shareholder), to provide an exit opportunity to such
dissenting shareholders of our Company may deter our Promoter or controlling shareholders from agreeing to the variation of
the proposed utilization of the Net Proceeds, even if such variation is in the interest of our Company. Further, we cannot assure
you that our Promoter or the controlling shareholders of our Company if applicable, will have adequate resources at their
disposal at all times to enable them to provide an exit opportunity. In light of these factors, we may not be able to vary the
objects of the Issue to use any unutilized proceeds of the Issue, if any, even if such variation is in the interest of our Company.
This may restrict our Company’s ability to respond to any change in our business or financial condition by re-deploying the
unutilized portion of Net Proceeds, if any, which may adversely affect our business, financial conditions, cash flows and results
of operations.
60. Certain non-GAAP financial measures and certain other statistical information relating to our operations and
financial performance have been included in this Red Herring Prospectus. These non-GAAP financial measures are
not measures of operating performance or liquidity defined by Ind AS and may not be comparable.
Certain non-GAAP financial measures such as Net Worth, Return on Net Worth, Net Asset Value per Equity Share, EBIT,
EBITDA, EBITDA Margin, EBITDA/ Finance Cost, Return on Capital Employed, Adjusted Capital Employed, Return on
Adjusted Capital Employed, Capital Employed, Net Borrowings and certain other statistical information relating to our
operations and financial performance (“Non - GAAP Measures”) have been included in this Red Herring Prospectus. We
compute and disclose such non-GAAP financial measures and such other statistical information relating to our operations and
financial performance as we consider such information to be useful measures of our business and financial performance.
These Non-GAAP Measures are not a measurement of our financial performance or liquidity under Ind AS and should not be
considered in isolation or construed as an alternative to cash flows, profit/ (loss) for the years or any other measure of financial
performance or as an indicator of our operating performance, liquidity, profitability or cash flows generated by operating,
70investing or financing activities derived in accordance with Ind AS. In addition, these are not standardised terms, hence a direct
comparison of these Non-GAAP Measures between companies may not be possible. Other companies may calculate these Non-
GAAP Measures differently from us, limiting its usefulness as a comparative measure. These non-GAAP financial measures
and other statistical and other information relating to our operations and financial performance may not be computed on the
basis of any standard methodology that is applicable across the industry and therefore may not be comparable to financial
measures and statistical information of similar nomenclature that may be computed and presented by other companies and are
not measures of operating performance or liquidity defined by Ind AS and may not be comparable to similarly titled measures
presented by other companies.
61. Our ability to access capital at attractive costs depends on our credit ratings. Non-availability of credit ratings or a
poor rating may restrict our access to capital and thereby adversely affect our business, financial conditions, cash
flows and results of operations.
The cost and availability of capital depends on our credit ratings. The following table sets forth our details of credit rating
received in the last three Fiscals and till the date of this Red Herring Prospectus:
Rating Agency Instruments Credit Rating Date
ICRA Term Loan [ICRA] A (Stable) April 24, 2025
ICRA Short-Term [ICRA]A2+ April 24, 2025
ICRA Term Loan [ICRA] A (Stable) January 23, 2024
ICRA Overdraft [ICRA] A (Stable) January 23, 2024
ICRA Short-Term [ICRA]A2+ January 23, 2024
ICRA Term Loan [ICRA] A (Stable) May 30, 2023
ICRA Overdraft [ICRA] A (Stable) May 30, 2023
ICRA Short-Term [ICRA]A2+ May 30, 2023
ICRA Term Loan [ICRA] A (Stable) February 18, 2022
ICRA Overdraft [ICRA] A (Stable) February 18, 2022
ICRA Short-Term [ICRA]A2+ February 18, 2022
Credit ratings reflects the opinion of the rating agency on our management, track record, diversified clientele, increase in scale
and operations and margins, medium term revenue visibility and operating cycle. While we have not experienced downgrading
in our credit ratings received in the last three Fiscals, any downgrade in our credit ratings or our inability to obtain such credit
rating in a timely manner or any non-availability of credit ratings, or poor ratings, could increase borrowing costs, will give the
right to our lenders to review the facilities availed by us under our financing arrangements and adversely affect our access to
capital and debt markets, which could in turn adversely affect our interest margins, our business, results of operations, financial
condition and cash flows.
62. Certain sections of this Red Herring Prospectus disclose information from the Horwath HTL Report which is a paid
report and commissioned and paid for by us exclusively in connection with the Issue and any reliance on such
information for making an investment decision in the Issue is subject to inherent risks.
We have availed the services of an independent consulting company, Crowe Horwath HTL Consultants Private Limited,
appointed by our Company pursuant to an engagement letter dated March 7, 2024 (accepted by our Company on March 13,
2024) and the revised engagement letter dated December 19, 2024 read with the addendum to the engagement letter dated May
2, 2025, to prepare an industry report titled “India Hotel Sector” dated July 6, 2025, for purposes of inclusion of such
information in this Red Herring Prospectus to understand the industry in which we operate. Our Company, our Promoter, our
Directors, and our Key Managerial Personnel and Senior Management Personnel are not related to Horwath HTL. The Horwath
HTL Report has been commissioned by our Company exclusively in connection with the Issue for a fee. This Horwath HTL
Report is subject to various limitations and based upon certain assumptions that are subjective in nature. Further the
commissioned report is not a recommendation to invest or divest in our Company. Prospective investors are advised not to
unduly rely on the commissioned report or extracts thereof as included in this Red Herring Prospectus, when making their
investment decisions.
63. We may require additional equity or debt in the future in order to continue to grow our business, which may not be
available on favourable terms or at all.
Our strategy to grow our business and maintain our market share may require us to raise additional funds or refinance our
existing debt for our working capital or long term loans. We cannot assure you that such funds will be available on favourable
terms or at all. Additional debt financing may increase our financing costs. Our financing agreements may contain terms and
conditions that may restrict our ability to operate and manage our business, such as terms and conditions that require us to
maintain certain pre-set debt service coverage ratios and leverage ratios and require us to use our assets, including our cash
balances, as collateral for our indebtedness. If we are unable to raise additional funds on favourable terms or at all as and when
required, our business, financial condition, results of operations, cash flows and prospects could be adversely affected.
64. A slowdown in economic growth in India could have an adverse effect on our business, results of operations, financial
71condition and cash flows.
As of the date of this Red Herring Prospectus, we have a portfolio of nine operating hotels. Our hotels are in the upper upscale,
upscale, upper-midscale and midscale segments, according to the Horwath HTL Report. Consumer demand from business,
leisure, MICE travellers for our services is dependent on the general economic performance in India and globally. Any
slowdown in economic growth could affect business and personal discretionary spending levels and lead to a decrease in
demand for our services for prolonged periods. We cannot assure you that such macroeconomic and other factors, which are
beyond our control would not significantly affect demand for our services in the future. Consequently, the occurrence of such
events could have an adverse effect on our business, results of operations, financial condition and cash flows. For details, of
fluctuations in demand in the hospitality industry in India in recent years, see “Industry Overview” on page 148.
65. The COVID-19 pandemic affected our business and operations and any future pandemic or widespread public health
emergency in the future, could affect our business, financial condition, cash flows and results of operations.
On March 14, 2020, the Government of India declared COVID-19 as a “notified disaster” for the purposes of the Disaster
Management Act, 2005 and imposed a nationwide lockdown beginning on March 25, 2020. The global impact of the COVID-
19 pandemic rapidly evolved and public health officials and government authorities responded by taking measures, including
in India where our hotels are based, such as prohibiting people from assembling in large numbers, instituting quarantines,
restricting domestic and overseas travel, issuing “stay-at-home” orders and restricting the types of businesses that may continue
to operate, among many others.
The COVID-19 pandemic adversely affected our financial and operating performance and certain aspects of our business
operations in the following ways, among others:
• domestic and overseas travel restrictions, including airport closures, resulted in lower demand for rooms at our hotels;
• increased cost of operations of our hotels to ensure higher standards of disinfection and cleanliness as well as disinfection
costs;
• reduced revenue from our food and beverage operations due to changing consumer behavior towards dining out and greater
usage of food delivery services;
• limitation of size of gatherings and events which resulted in lower demand for MICE facilities at our hotels;
• employees that are suspected of being infected with the COVID-19 pandemic as well as other employees that have been in
contact with those employees were required to be quarantined, and our employees were restricted by travel and other
lockdown measures imposed in India and overseas; this resulted in a temporary reduction in the numbers of personnel or
delays and suspension of operations as a health measure;
• the use of our premises for COVID-19 measures; and
• increased risks emanating from process changes being implemented, such as technology, oversight and productivity
challenges due to an increase in number of individuals working from home.
Any future outbreak of another highly infectious or contagious disease may adversely affect our business, financial condition,
cash flows and results of operations.
66. We have issued Equity Shares during the preceding 12 months at a price which may be below the Issue Price.
We have issued Equity Shares in the last 12 months at a price which may be lower than the Issue Price, as set out in the table
below:
72Date of Number of Details of allottees Face value Issue price Nature of Nature of
allotment of Equity per Equity per Equity considerat allotment
Equity Share Shares Share Share ion
allotted (in ₹) (in ₹)
July 3, 2025 14,000,000 (1) 4,444,444 Equity shares of face value ₹ 10 10 90 Cash Private placement
each were allotted to 360 ONE Special (Pre-IPO
Opportunities Fund – Series 9; Placement)(1)
(2) 1,111,111 Equity shares of face value ₹ 10
each were allotted to 360 ONE Special
Opportunities Fund – Series 10;
(3) 1,555,556 Equity shares of face value ₹ 10
each were allotted to 360 ONE Special
Opportunities Fund – Series 11;
(4) 4,000,000 Equity shares of face value ₹ 10
each were allotted to 360 ONE Special
Opportunities Fund – Series 12;
(5) 1,555,556 Equity shares of face value ₹ 10
each were allotted to 360 ONE Special
Opportunities Fund – Series 13; and
(6) 1,333,333 Equity shares of face value ₹ 10
each were allotted to 360 ONE Large Value
Fund – Series 2
(collectively, “Pre-IPO Placement
Allottees”)(1)
(1) Our Company, in consultation with the Book Running Lead Managers, undertook the Pre-IPO Placement, as permitted under applicable law,
aggregating to ₹1,260.00 million. The Pre-IPO Placement was at a price decided by our Company, in consultation with the Book Running Lead
Managers and was completed prior the filing of this Red Herring Prospectus with the RoC. The amount raised pursuant to the Pre-IPO Placement was
reduced from the Issue, subject to compliance with Rule 19(2)(b) of the SCRR and the revised Issue size aggregates up to ₹ 7,596.00 million. The Pre-
IPO Placement did not exceed 20% of the size of the Issue. Our Company has appropriately intimated the subscribers to the Pre-IPO Placement, prior
to the allotment pursuant to the Pre-IPO Placement, that there is no guarantee that our Company may proceed with the Issue or the Issue may be
successful and will result into listing of the Equity Shares on the Stock Exchanges. Further, relevant disclosures in relation to such intimation to the
subscribers to the Pre-IPO Placement have been appropriately made in the relevant sections of this Red Herring Prospectus and shall be made in the
relevant sections of the Prospectus.
The price at which Equity Shares have been issued by our Company in the immediately preceding 12 months is not indicative
of the price at which they will be issued in the Offer or traded on the stock exchanges. For further details, see “Capital Structure
– Notes to the Capital Structure – Share capital history of our Company – (a) Equity Share capital” on page 95.
External Risk Factors
67. Changing laws, rules and regulations and legal uncertainties, including adverse application of tax laws, may
adversely affect our business, prospects and results of operations.
The regulatory and policy environment in which we operate are evolving and are subject to change. The Government of India
may implement new laws or other regulations and policies that could affect our business in general, which could lead to new
compliance requirements, including requiring us to obtain approvals and licenses from the Government and other regulatory
bodies, or impose onerous requirements.
For instance, the GoI has recently introduced (a) the Code on Wages, 2019; (b) the Code on Social Security, 2020; (c) the
Occupational Safety, Health and Working Conditions Code, 2020; and (d) the Industrial Relations Code, 2020 which
consolidate, subsume and replace numerous existing central labour legislations. While the rules for implementation under these
codes have not been notified, we are yet to determine the impact of all or some such laws on our business and operations which
may restrict our ability to grow our business in the future and increase our expenses.
Uncertainty in the applicability, interpretation or implementation of any amendment to, or change in, governing law, regulation
or policy, including by reason of an absence, or a limited body, of administrative or judicial precedent may be time consuming
as well as costly for us to resolve and may impact the viability of our current businesses or restrict our ability to grow our
businesses in the future. For instance, the Supreme Court of India has in a decision clarified the components of basic wages
which need to be considered by companies while making provident fund payments, which resulted in an increase in the
provident fund payments to be made by companies. Any such decisions in future or any further changes in interpretation of
laws may have an impact on our results of operations.
68. The occurrence of natural or man-made disasters could adversely affect our results of operations, financial condition
and cash flows. Hostilities, terrorist attacks, civil unrest and other acts of violence could adversely affect the financial
markets and our business.
The occurrence of natural disasters, including cyclones, storms, floods, earthquakes, tsunamis, tornadoes, fires, explosions,
pandemic disease and man-made disasters, including acts of terrorism and military actions, could adversely affect our results
73of operations, financial condition or cash flows. Terrorist attacks and other acts of violence or war may adversely affect the
Indian securities markets. In addition, any deterioration in international relations, especially between India and its neighbouring
countries, may result in investor concern regarding regional stability which could adversely affect the price of the Equity Shares.
In addition, India has witnessed local civil disturbances in recent years and it is possible that future civil unrest as well as other
adverse social, economic or political events in India could have an adverse effect on our business. Such incidents could also
create a greater perception that investment in Indian companies involves a higher degree of risk and could have an adverse
effect on our business and the market price of the Equity Shares. Also, see “Risk Factors - 65. The COVID-19 pandemic affected
our business and operations and any future pandemic or widespread public health emergency in the future, could affect our
business, financial condition, cash flows and results of operations.” on page 72.
69. A downgrade in ratings of India and other jurisdictions we operate in may affect the trading price of the Equity
Shares.
Our borrowing costs and our access to the debt capital markets depend significantly on the sovereign credit ratings of India.
Any further adverse revisions to credit ratings for India and other jurisdictions we operate in by international rating agencies
may adversely impact our ability to raise additional financing. This could have an adverse effect on our ability to fund our
growth on favourable terms and consequently adversely affect our business and financial performance and the price of the
Equity Shares.
70. Political, economic or other factors that are beyond our control may have an adverse effect on our business and
results of operations.
We are dependent on domestic, regional and global economic and market conditions. Our performance, growth and market
price of our Equity Shares are and will be dependent to a large extent on the health of the economy in which we operate. There
have been periods of slowdown in the economic growth of India. Demand for our services may be adversely affected by an
economic downturn in domestic, regional and global economies. Economic growth in India is affected by various factors
including domestic consumption and savings, balance of trade movements, namely export demand and movements in key
imports (oil and oil products), global economic uncertainty and liquidity crisis and volatility in exchange currency rates.
Consequently, any future slowdown in the Indian economy could harm our business, results of operations, financial condition
and cash flows. Also, a change in the government or a change in the economic and deregulation policies could adversely affect
economic conditions prevalent in the areas in which we operate in general and our business in particular and high rates of
inflation in India could increase our costs without proportionately increasing our revenues, and as such decrease our operating
margins. Further, our business, results of operations, financial condition, and cash flows may be adversely affected by any
negative impact on the global economy resulting from the conflicts between India and Pakistan, Israel-Hamas and Russia and
Ukraine, new trade policies including tariffs, or any other geopolitical tension or general adverse economic condition.
71. Significant differences exist between Ind AS and other accounting principles, such as U.S. GAAP and IFRS, which
investors may be more familiar with and may consider material to their assessment of our financial condition.
Our Restated Consolidated Summary Statements comprises the restated consolidated summary statements of assets and
liabilities as at March 31, 2025, March 31, 2024 and March 31, 2023, restated consolidated summary statement of profits and
losses (including other comprehensive income), restated consolidated summary statement of cash flows and restated
consolidated summary statement of changes in equity for each of the years ended March 31, 2025, March 31, 2024 and March
31, 2023, summary statement of material accounting policies and other explanatory information. Our Restated Consolidated
Summary Statements have been prepared by the Company in accordance with the requirements of (a) Section 26 of Part I of
Chapter III of the Companies Act, 2013; (b) the Securities and Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulations, 2018, as amended; (c) the Guidance Note on Reports in Company Prospectuses (Revised 2019)
issued by the Institute of Chartered Accountants of India; and (d) E-mail dated May 20, 2024 received from Book Running
Lead Managers (“BRLMs”), which confirms that the Company should prepare financial statements in accordance with Indian
Accounting Standards (Ind AS) and that these financial statements are required for all the three years including stub period, if
applicable, based on email dated October 28, 2021 from Securities and Exchange Board of India to Association of Investment
Bankers of India (“SEBI Letter”). Ind AS differs in certain significant respects from IFRS, U.S. GAAP and other accounting
principles with which prospective investors may be familiar in other countries. If our financial statements were to be prepared
in accordance with such other accounting principles, our results of operations, cash flows and financial position may be
substantially different. Prospective investors should review the accounting policies applied in the preparation of our financial
statements, and consult their own professional advisers for an understanding of the differences between these accounting
principles and those with which they may be more familiar. Any reliance by persons not familiar with Indian accounting
practices on the financial disclosures presented in this Red Herring Prospectus should be limited accordingly.
72. We may be affected by competition laws in India, the adverse application or interpretation of which could adversely
affect our business.
The Competition Act, 2002, of India, as amended (“Competition Act”), regulates practices having an appreciable adverse
effect on competition in the relevant market in India (“AAEC”). Under the Competition Act, any formal or informal
arrangement, understanding or action in concert, which causes or is likely to cause an AAEC is considered void and may result
in the imposition of substantial penalties. Further, any agreement among competitors which directly or indirectly involves the
determination of purchase or sale prices, limits or controls production, supply, markets, technical development, investment or
74the provision of services or shares the market or source of production or provision of services in any manner, including by way
of allocation of geographical area or number of consumers in the relevant market or directly or indirectly results in bid-rigging
or collusive bidding is presumed to have an AAEC and is considered void. The Competition Act also prohibits abuse of a
dominant position by any enterprise. If it is proved that the contravention committed by a company took place with the consent
or connivance or is attributable to any neglect on the part of, any director, manager, secretary or other officer of such company,
that person shall be also guilty of the contravention and may be punished.
Further, the Competition Commission of India (“CCI”) has extra-territorial powers and can investigate any agreements, abusive
conduct or combination occurring outside India if such agreement, conduct or combination has an AAEC in India. However,
the impact of the provisions of the Competition Act on the agreements entered into by us cannot be predicted with certainty at
this stage. In the event we pursue an acquisition in the future, we may be affected, directly or indirectly, by the application or
interpretation of any provision of the Competition Act, or any enforcement proceedings initiated by the CCI, or any adverse
publicity that may be generated due to scrutiny or prosecution by the CCI or if any prohibition or substantial penalties are levied
under the Competition Act, it would adversely affect our business, results of operations, cash flows and prospects. The manner
in which the Competition Act and the CCI affect the business environment in India may also adversely affect our business,
financial condition, cash flows and results of operations.
The Competition (Amendment) Act, 2023 (“Competition Amendment Act”) was recently notified. The Competition
Amendment Act amends the Competition Act and give the CCI additional powers to prevent practices that harm competition
and the interests of consumers. The Competition Amendment Act, inter alia, modifies the scope of certain factors used to
determine AAEC, reduces the overall time limit for the assessment of combinations by the CCI from 210 days to 150 days and
empowers the CCI to impose penalties based on the global turnover of entities, for anti-competitive agreements and abuse of
dominant position. The Competition Amendment Act also proposed amendments such as introduction of deal value thresholds
for assessing whether a merger or acquisition qualifies as a “combination,” expedited merger review timelines, codification of
the lowest standard of “control” and enhanced penalties for failing to provide material information.
If we pursue acquisition transactions in the future, we may be affected, directly or indirectly, by the application or interpretation
of any provision of the Competition Act, any enforcement proceedings initiated by the CCI, any adverse publicity that may be
generated due to scrutiny or prosecution by the CCI, any adverse publicity that may be generated due to scrutiny or prosecution
by the CCI, or any prohibition or substantial penalties levied under the Competition Act, which would adversely affect our
business, results of our operations, cash flows and prospects.
73. The Indian tax regime has undergone substantial changes which could adversely affect our business and the trading
price of the Equity Shares.
Any change in Indian tax laws could have an effect on our operations. The GoI has implemented two major reforms in Indian
tax laws, namely the Goods and Services Tax (“GST”), and provisions relating to general anti-avoidance rules (“GAAR”). The
indirect tax regime in India has undergone a complete overhaul. The indirect taxes on goods and services, such as central excise
duty, service tax, central sales tax, state value added tax, surcharge and excise have been replaced by GST with effect from July
1, 2017. The GST regime continues to be subject to amendments and its interpretation by the relevant regulatory authorities is
constantly evolving. GAAR became effective from April 1, 2017. The tax consequences of the GAAR provisions being applied
to an arrangement may result in, among others, a denial of tax benefit to us and our business. In the absence of any substantial
precedents on the subject, the application of these provisions is subjective. If the GAAR provisions are made applicable to us,
it may have an adverse tax impact on us. Further, if the tax costs associated with certain of our transactions are greater than
anticipated because of a particular tax risk materializing on account of new tax regulations and policies, it could affect our
profitability from such transactions.
Earlier, distribution of dividends by a domestic company was subject to Dividend Distribution Tax (“DDT”), in the hands of
the company at an effective rate of 20.56% (inclusive of applicable surcharge and cess). Such dividends were generally exempt
from tax in the hands of the shareholders. However, the GoI has amended the Income-tax Act, 1961 (“IT Act”) to abolish the
DDT regime. Accordingly, any dividend distribution by a domestic company is subject to tax in the hands of the investor at the
applicable rate. Additionally, the Company is required to withhold tax on such dividends distributed at the applicable rate.
Further, the Finance Act, 2024, was notified on August 16, 2024, and deemed to come into force on April 1, 2024 which has
introduced various amendments to the IT Act. The Government of India announced the union budget for the Fiscal 2026 on
February 1, 2025. Subsequently, the Finance Bill, 2025, was introduced in the Lok Sabha and received presidential assent on
March 29, 2025. Consequently, the Finance Act, 2025 was notified with effect from April 1, 2025. Investors are advised to
consult their own tax advisors and to carefully consider the potential tax consequences of owning, investing or trading in the
Equity Shares. There is no certainty on the impact that the Finance Act, 2025 may have on our business and operations or on
the industry in which we operate. Uncertainty in the applicability, interpretation or implementation of any amendment to, or
change in, governing law, regulation or policy, including by reason of an absence, or a limited body, of administrative or judicial
precedent may be time consuming as well as costly for us to resolve and may affect the viability of our current business or
restrict our ability to grow our business in the future.
We cannot predict whether any new tax laws or regulations impacting our services will be enacted, what the nature and impact
of the specific terms of any such laws or regulations will be or whether if at all, any laws or regulations would have an adverse
75effect on our business. Further, any adverse order passed by the appellate authorities/ tribunals/ courts would have an effect on
our profitability. In addition, we are subject to tax related inquiries and claims.
74. If inflation were to rise in India, we might not be able to increase the prices of our hotel rooms at a proportional rate
in order to pass costs on to our customers thereby reducing our margins.
Inflation rates in India have been volatile in recent years, and such volatility may continue in the future. India has experienced
high inflation in the recent past. Increased inflation can contribute to an increase in interest rates and increased costs to our
business, including increased costs of wages and other expenses. High fluctuations in inflation rates may make it more difficult
for us to accurately estimate or control our costs. Any increase in inflation in India can increase our expenses, which we may
not be able to adequately pass on to our customers, whether entirely or in part, and may adversely affect our business, results
of operations, cash flows and financial condition. In particular, we might not be able to reduce our costs or increase the price
of our hotel rooms to pass the increase in costs on to our customers. In such case, our business, results of operations, cash flows
and financial condition may be adversely affected. Further, the Government of India has previously initiated economic measures
to combat high inflation rates, and it is unclear whether these measures will remain in effect. There can be no assurance that
Indian inflation levels will not worsen in the future.
Risks relating to the Equity Shares and this Issue
75. The determination of the Price Band is based on various factors and assumptions and the Issue Price, price to
earnings ratio and market capitalization to revenue multiple based on the Issue Price of our Company, may not be
indicative of the market price of the Company on listing or thereafter.
Our revenue from operations for Fiscal 2025 was ₹ 4,682.50 million, and restated profit for Fiscal 2025 was ₹ 236.60 million.
The table below provides details of our price to earnings ratio and market capitalization to revenue from operations at the upper
end of the Price Band:
Particulars Price to Earnings Ratio Market Capitalization to Revenue
For Fiscal 2025 [●] [●]
*To be populated at Prospectus stage.
The determination of the Price Band is based on various factors and assumptions, and will be determined by our Company in
consultation with the BRLMs. The relevant financial parameters based on which the Price Band will be determined shall be
disclosed in the advertisement that will be issued for the publication of the Price Band. Further, the Issue Price of the Equity
Shares is proposed to be determined on the basis of assessment of market demand for the Equity Shares offered through the
book-building process prescribed under the SEBI ICDR Regulations, and the Issue Price, multiples and ratios may not be
indicative of the market price of the Company on listing or thereafter.
Prior to the Issue, there has been no public market for our Equity Shares, and an active trading market on the Stock Exchanges
may not develop or be sustained after the Issue. Listing does not guarantee that a market for the Equity Shares will develop, or
if developed, the liquidity of such market for the Equity Shares.
The market price of the Equity Shares may be subject to significant fluctuations in response to, among other factors, variations
in our operating results, market conditions specific to the industry we operate in, developments relating to India, announcements
by third parties or governmental entities of significant claims or proceedings against us, volatility in the securities markets in
India and other jurisdictions, variations in the growth rate of financial indicators, variations in revenue or earnings estimates by
research publications, and changes in economic, legal and other regulatory factors. As a result, we cannot assure you that an
active market will develop or sustained trading will take place in the Equity Shares or provide any assurance regarding the price
at which the Equity Shares will be traded after listing. Further, the market price of the Equity Shares may decline below the
Issue Price. We cannot assure you that you will be able to sell your Equity Shares at or above the Issue Price.
76. Pursuant to listing of the Equity Shares, we may be subject to pre-emptive surveillance measures like Additional
Surveillance Measure (“ASM”) and Graded Surveillance Measures (“GSM”) by the Stock Exchanges in order to
enhance market integrity and safeguard the interest of investors.
SEBI and Stock Exchanges in order to enhance market integrity and safeguard interest of investors, have been introducing
various enhanced pre-emptive surveillance measures. The main objective of these measures is to alert and advice investors to
be extra cautious while dealing in these securities and advice market participants to carry out necessary due diligence while
dealing in these securities. Accordingly, SEBI and Stock Exchanges have provided for (a) GSM on securities where such trading
price of such securities does not commensurate with financial health and fundamentals such as earnings, book value, fixed
assets, net-worth, price per equity multiple and market capitalization; and (b) ASM on securities with surveillance concerns
based on objective parameters such as price and volume variation and volatility.
On listing, we may be subject to general market conditions which may include significant price and volume fluctuations. The
price of our Equity Shares may also fluctuate after the Issue due to several factors such as volatility in the Indian and global
securities market, our profitability and performance, performance of our competitors, changes in the estimates of our
76performance or any other political or economic factor. The occurrence of any of the abovementioned factors may trigger the
parameters identified by SEBI and the Stock Exchanges for placing securities under the GSM or ASM framework such as net
worth and net fixed assets of securities, high low variation in securities, client concentration and close to close price variation.
In the event our Equity Shares are covered under such pre-emptive surveillance measures implemented by SEBI and the Stock
Exchanges, we may be subject to certain additional restrictions in relation to trading of our Equity Shares such as limiting
trading frequency (for example, trading either allowed once in a week or a month) or freezing of price on upper side of trading
which may have an adverse effect on the market price of our Equity Shares or may in general cause disruptions in the
development of an active market for and trading of our Equity Shares.
77. Our Company may not be able to pay dividends in the future. Our ability to pay dividends in the future will depend
upon our future earnings, financial condition, profit after tax available for distribution, cash flows, working capital
requirements and capital expenditure and the terms of our financing arrangements.
Any dividends to be declared and paid in the future are required to be recommended by our Company’s Board of Directors and
approved by its Shareholders, at their discretion, subject to the provisions of the Articles of Association and applicable law,
including the Companies Act, 2013. Our Company’s ability to pay dividends in the future will depend upon our future results
of operations, financial condition, profit after tax available for distribution, cash flows, sufficient profitability, working capital
requirements and capital expenditure requirements. We cannot assure you that we will generate sufficient revenues to cover
our operating expenses and, as such, pay dividends to our Company’s shareholders in future consistent with our past practices,
or at all. We have not declared any dividends on the Equity Shares during the last three Fiscals and during the period from April
1, 2025, until the date of this Red Herring Prospectus. For information pertaining to dividend policy, see “Dividend Policy” on
page 253.
78. The Equity Shares have never been publicly traded and the Issue may not result in an active or liquid market for the
Equity Shares. Further, the price of the Equity Shares may be volatile, and the investors may be unable to resell the
Equity Shares at or above the Issue Price, or at all.
Prior to the Issue, there has been no public market for the Equity Shares, and an active trading market on the stock exchanges
may not develop or be sustained after the Issue. Listing and quotation does not guarantee that a market for the Equity Shares
will develop, or if developed, the liquidity of such market for the Equity Shares. Our Equity Shares are expected to trade on
NSE and BSE after the Issue, but there can be no assurance that active trading in our Equity Shares will develop after the Issue,
or if such trading develops that it will continue. Investors may not be able to sell our Equity Shares at the quoted price if there
is no active trading in our Equity Shares. There has been significant volatility in the Indian stock markets in the recent past, and
the trading price of our Equity Shares after the Issue could fluctuate significantly as a result of market volatility or due to various
internal or external risks, including but not limited to those described in this Red Herring Prospectus. The market price of our
Equity Shares may be influenced by many factors, some of which are beyond our control, including, among others:
• the failure of security analysts to cover the Equity Shares after the Issue, or changes in the estimates of our performance
by analysts;
• the activities of competitors and suppliers;
• future sales of the Equity Shares by us or our Shareholders;
• investor perception of us and the industry in which we operate;
• changes in accounting standards, policies, guidance, interpretations of principles;
• our quarterly or annual earnings or those of our competitors;
• developments affecting fiscal, industrial or environmental regulations; and
• the public’s reaction to our press releases and adverse media reports.
A decrease in the market price of our Equity Shares could cause you to lose some or all of your investment.
79. Investors may be subject to Indian taxes arising out of income arising on the sale of the Equity Shares.
Under current Indian tax laws, unless specifically exempted, capital gains arising from the sale of equity shares in an Indian
company is generally taxable in India. A securities transaction tax (“STT”) is levied both at the time of transfer and acquisition
of the equity shares (unless exempted under a prescribed notification), and the STT is collected by an Indian stock exchange on
which the equity shares are sold. Any capital gain realized on the sale of listed equity shares on a recognised stock exchange
held for more than 12 months immediately preceding the date of transfer will be subject to long term capital gains in India at
the specified rates depending on certain factors, such as whether the sale is undertaken on or off the recognised stock exchanges,
the quantum of gains, and any available treaty relief.
77The Government of India announced the union budget for Financial Year 2024-2025, following which the Finance Bill, 2024
(“Finance Bill”) was introduced in the Lok Sabha on February 1, 2024. Subsequently, the Finance Bill received the assent from
the President of India and became the Finance Act, 2024, with effect from April 1, 2024 as amended by the Finance Act (No.2),
(“Finance Act”). Investors are advised to consult their own tax advisors and to carefully consider the potential tax consequences
of owning, investing or trading in the Equity Shares.
The Finance Act has amended certain sections of the Income Tax Act, 1961, with effect from July 23, 2024. Accordingly, long
term capital gains exceeding the exempted limit of ₹125,000 arising from the sale of listed equity shares on the stock exchange
are subject to tax at the rate of 12.5% (plus applicable surcharge and cess). Unrealized capital gains earned on listed equity
shares up to January 31, 2018 continue to be tax-exempted in such cases. Further, STT will be levied and collected by an Indian
stock exchange if the equity shares are sold on a stock exchange. With respect to capital gains arising in an off market sale,
long term capital gains are subject to tax at the rate of 10% (plus applicable surcharge and cess) without the exemption of
₹100,000.
Further, any capital gains realized on the sale of listed equity shares held for a period of 12 months or less immediately preceding
the date of transfer will be subject to short term capital gains tax in India. Short-term capital gains, arising from the sale of such
equity shares on a stock exchange would be subject to tax at the rate of 15% (plus applicable surcharge and cess) for transfers
taking place before July 23, 2024.
However, per the Finance Act, short-term capital gains will be taxed at 20% for transfers taking place after July 23, 2024. The
Finance Act, 2019 amended the Indian Stamp Act, 1899 with effect from July 1, 2020. It clarified that, in the absence of a
specific provision under an agreement, the liability to pay stamp duty in case of sale of securities through stock exchanges will
be on the buyer, while in other cases of transfer for consideration through a depository, the onus will be on the transferor. The
stamp duty for transfer of securities other than debentures, is specified at 0.015% (on a delivery basis) and 0.003% (on a non-
delivery basis) of the consideration amount.
Capital gains arising from the sale of the Equity Shares will not be chargeable to tax in India in cases where relief from such
taxation in India is provided under a treaty between India and the country of which the seller is resident read with the Multilateral
Instrument, if and to the extent applicable, and the seller is entitled to avail benefits thereunder. Generally, Indian tax treaties
do not limit India’s ability to impose tax on capital gains. As a result, residents of other countries may be liable for tax in India
as well as in their own jurisdiction on a gain realised upon the sale of the Equity Shares. The Company may or may not grant
the benefit of a tax treaty (where applicable) to a non-resident shareholder for the purposes of deducting tax at source pursuant
to any corporate action including dividends.
Additionally, any dividend distributed by a domestic company is subject to tax in the hands of the investor at the applicable
rate. Further, our Company is required to withhold tax on such dividends distributed at the applicable rate. Non-resident
shareholders may claim benefit of the applicable tax treaty, subject to satisfaction of certain conditions. Our Company may or
may not grant the benefit of a tax treaty (where applicable) to a non-resident Shareholder for the purposes of deducting tax at
source pursuant to any corporate action, including dividends. Any business income realized from the transfer of Equity Shares
held as trading assets is taxable at the applicable tax rates subject to any treaty relief, if applicable, to a non-resident seller.
We cannot predict whether any amendments made pursuant to the Finance Act would have an adverse effect on our business,
results of operations, financial condition and cash flows. Unfavorable changes in or interpretations of existing laws, rules and
regulations, or the promulgation of new laws, rules and regulations including foreign investment and stamp duty laws governing
our business and operations could result in us being deemed to be in contravention of such laws and may require us to apply
for additional approvals.
80. Investors will not be able to sell immediately on an Indian stock exchange any of the Equity Shares they purchase in
the Issue.
The Equity Shares will be listed on the Stock Exchanges. Pursuant to applicable Indian laws, certain actions must be completed
before the Equity Shares can be listed and trading in the Equity Shares may commence. The Allotment and transfer of Equity
Shares in this Issue and the credit of such Equity Shares to the applicant’s demat account with depository participant could take
approximately two Working Days from the Bid Closing Date and trading in the Equity Shares upon receipt of final listing and
trading approvals from the Stock Exchanges is expected to commence within three Working Days of the Bid Closing Date.
There could be a failure or delay in the listing of the Equity Shares on the Stock Exchanges. Any failure or delay in obtaining
the approval or otherwise any delay in commencing trading in the Equity Shares would restrict investors’ ability to dispose of
their Equity Shares. There can be no assurance that the Equity Shares will be credited to investors’ demat accounts, or that
trading in the Equity Shares will commence, within the time periods specified in this risk factor. We could also be required to
pay interest at the applicable rates if allotment is not made, refund orders are not dispatched or demat credits are not made to
investors within the prescribed time periods.
81. Any future issuance of Equity Shares, or convertible securities or other equity linked instruments by us may dilute
your shareholding and sale of Equity Shares by shareholders with significant shareholding may adversely affect the
trading price of the Equity Shares.
78We may be required to finance our growth through future equity offerings. Any future equity issuances by us, including a
primary offering of Equity Shares, convertible securities or securities linked to Equity Shares, may lead to the dilution of
investors’ shareholdings in our Company. Any future equity issuances by us or sales of our Equity Shares by our shareholders
may adversely affect the trading price of the Equity Shares, which may lead to other adverse consequences including difficulty
in raising capital through offering of our Equity Shares or incurring additional debt. Any disposal of Equity Shares by our major
shareholders or the perception that such issuance or sales may occur, including to comply with the minimum public shareholding
norms applicable to listed companies in India may adversely affect the trading price of the Equity Shares, which may lead to
other adverse consequences including difficulty in raising capital through offering of the Equity Shares or incurring additional
debt. There can be no assurance that we will not issue Equity Shares, convertible securities or securities linked to Equity Shares
or that our Shareholders will not dispose of, pledge or encumber their Equity Shares in the future. Any future issuances could
also dilute the value of your investment in the Equity Shares. In addition, any perception by investors that such issuances or
sales might occur may also affect the market price of our Equity Shares.
82. Under Indian law, foreign investors are subject to investment restrictions that limit our ability to attract foreign
investors, which may adversely affect the trading price of the Equity Shares.
Under foreign exchange regulations currently in force in India, transfer of shares between non-residents and residents are freely
permitted (subject to compliance with sectoral norms and certain other restrictions), if they comply with the pricing guidelines
and reporting requirements specified by the RBI. If the transfer of shares, which are sought to be transferred, is not in compliance
with such pricing guidelines or reporting requirements or falls under any of the exceptions referred to above, then a prior
approval of the RBI will be required. Further, unless specifically restricted, foreign investment is freely permitted in all sectors
of the Indian economy up to any extent and without any prior approvals, but the foreign investor is required to follow certain
prescribed procedures for making such investment. Additionally, shareholders who seek to convert Rupee proceeds from a sale
of shares in India into foreign currency and repatriate that foreign currency from India require a no-objection or a tax clearance
certificate from the Indian income tax authorities. As provided in the foreign exchange controls currently in effect in India, the
RBI has provided that the price at which the Equity Shares are transferred be calculated in accordance with internationally
accepted pricing methodology for the valuation of shares at an arm’s length basis, and a higher (or lower, as applicable) price
per share may not be permitted. We cannot assure investors that any required approval from the RBI or any other Indian
government agency can be obtained on any particular terms, or at all. Further, due to possible delays in obtaining requisite
approvals, investors in the Equity Shares may be prevented from realizing gains during periods of price increase or limiting
losses during periods of price decline.
In addition, pursuant to the Press Note No. 3 (2020 Series), dated April 17, 2020, issued by the DPIIT, which has been
incorporated as the proviso to Rule 6(a) of the FEMA Non-debt Rules, all investments under the foreign direct investment route
by entities of a country or where the beneficial owner of the Equity Shares is situated in or is a citizen of any such country, can
only be made through the Government approval route, as prescribed in the Consolidated FDI Policy dated October 15, 2020
and the FEMA Rules. While the term “beneficial owner” is defined under the Prevention of Money-Laundering (Maintenance
of Records) Rules, 2005 and the General Financial Rules, 2017, neither the foreign direct investment policy nor the FEMA
Rules provide a definition of the term “beneficial owner”. The interpretation of “beneficial owner” and enforcement of this
regulatory change involves certain uncertainties, which may have an adverse effect on our ability to raise foreign capital.
Further, in the event of transfer of ownership of any existing or future foreign direct investment in an entity in India, directly
or indirectly, resulting in the beneficial ownership falling within the aforesaid restriction/purview, such subsequent change in
the beneficial ownership will also require approval of the Government of India. These investment restrictions shall also apply
to subscribers of offshore derivative instruments. Additionally, there is uncertainty regarding the timeline within which the said
approval from the GoI may be obtained, if at all.
For further information, see “Restrictions on Foreign Ownership of Indian Securities” on page 404.
83. Fluctuations in the exchange rate between the Indian Rupee and foreign currencies may have an adverse effect on
the value of the Equity Shares, independent of our operating results
Upon listing, the Equity Shares will be quoted in Indian Rupees on the Stock Exchanges. Any dividends in respect of the Equity
Shares will be paid in Indian Rupees and subsequently converted into appropriate foreign currency for repatriation. In addition,
any adverse movement in exchange rates during a delay in repatriating the proceeds from a sale of Equity Shares outside India,
for example, because of a delay in regulatory approvals that may be required for the sale of Equity Shares, may reduce the net
proceeds received by shareholders.
84. QIBs and Non-Institutional Bidders are not permitted to withdraw or lower their Bids (in terms of quantity of Equity
Shares or the Bid Amount) at any stage after the submission of their Bid, and Retail Individual Bidders, Eligible
Employees Bidding the Employee Reservation Portion and BEL Shareholders bidding under the BEL Shareholders
Reservation Portion are not permitted to withdraw their Bids after closure of the Bid/ Issue Closing Date.
Pursuant to the SEBI ICDR Regulations, QIBs and NIBs are required to pay the Bid Amount on submission of the Bid and are
not permitted to withdraw or lower their Bids (in terms of quantity of Equity Shares or the Bid Amount) at any stage after
submitting a Bid. Retail Individual Bidders Eligible Employees Bidding the Employee Reservation Portion and BEL
Shareholders bidding under the BEL Shareholders Reservation Portion can revise their Bids during the Bid/ Issue Period and
79withdraw their Bids until the Bid/ Issue Closing Date. While we are required to complete all necessary formalities for listing
and commencement of trading of the Equity Shares on all Stock Exchanges where such Equity Shares are proposed to be listed,
including Allotment, within three Working Days from the Bid/ Issue Closing Date or such other period as may be prescribed
by the SEBI, events affecting the investors’ decision to invest in the Equity Shares, including adverse changes in international
or national monetary policy, financial, political or economic conditions, our business, results of operations, cash flows or
financial condition may arise between the date of submission of the Bid and Allotment. We may complete the Allotment of the
Equity Shares even if such events occur, and such events may limit the Investors’ ability to sell the Equity Shares Allotted
pursuant to the Issue or cause the trading price of the Equity Shares to decline on listing.
85. Investors may be restricted in their ability to exercise pre-emptive rights under Indian law and thereby may suffer
future dilution of their ownership position.
Under the Companies Act, a company having share capital and incorporated in India must offer its holders of equity shares pre-
emptive rights to subscribe and pay for a proportionate number of shares to maintain their existing ownership percentages
before the issuance of any new equity shares, unless the pre-emptive rights have been waived by adoption of a special resolution
by holders of three-fourths of the equity shares voting on such resolution.
However, if the law of the jurisdiction the investors are in, does not permit them to exercise their pre-emptive rights without
our Company filing an offering document or registration statement with the applicable authority in such jurisdiction, the
investors will be unable to exercise their pre-emptive rights unless our Company makes such a filing. If we elect not to file a
registration statement, the new securities may be issued to a custodian, who may sell the securities for the investor’s benefit.
The value such custodian receives on the sale of such securities and the related transaction costs cannot be predicted. In addition,
to the extent that the investors are unable to exercise pre-emptive rights granted in respect of the Equity Shares held by them,
their proportional interest in our Company would be reduced.
86. Rights of shareholders of companies under Indian law may be more limited than under the laws of other jurisdictions.
Our Articles of Association, composition of our Board, Indian laws governing our corporate affairs, the validity of corporate
procedures, directors’ fiduciary duties, responsibilities and liabilities, and shareholders’ rights may differ from those that would
apply to a company in another jurisdiction. Shareholders’ rights under Indian law may not be as extensive and wide-spread as
shareholders’ rights under the laws of other countries or jurisdictions. Investors may face challenges in asserting their rights as
shareholder of our Company than as a shareholder of an entity in another jurisdiction.
80SECTION III: INTRODUCTION
THE ISSUE
The following table summarizes the Issue details:
Fresh Issue of Equity Shares(1)(9) Up to [●] Equity Shares of face value ₹ 10 each aggregating up to ₹
7,596.00 million
The Issue includes
Employee Reservation Portion(2) Up to [●] Equity Shares of face value ₹ 10 each aggregating up to
₹75.96 million
BEL Shareholders Reservation Portion(3) Up to [●] Equity Shares of face value ₹ 10 each aggregating up to
₹303.84 million
Net Issue Up to [●] Equity Shares of face value ₹ 10 each aggregating up to
₹[●] million
Of which:
A) QIB Portion(4) Not less than [●] Equity Shares of face value ₹ 10 each
of which:
Anchor Investor Portion Up to [●] Equity Shares of face value ₹ 10 each
Net QIB Portion (assuming Anchor Investor Portion is fully [●] Equity Shares of face value ₹ 10 each
subscribed)
of which:
Mutual Fund Portion (5% of the Net QIB Portion)(5) [●] Equity Shares of face value ₹ 10 each
Balance of QIB Portion for all QIBs including Mutual Funds [●] Equity Shares of face value ₹ 10 each
B) Non-Institutional Portion(4)(7) Not more than [●] Equity Shares of face value ₹ 10 each aggregating
up to ₹[●] million
Of which:
One-third of the Non-Institutional Portion available for allocation to [●] Equity Shares of face value ₹ 10 each
Bidders with an application size of more than ₹200,000 and up to
₹1,000,000
Two-thirds of the Non-Institutional Portion available for allocation to [●] Equity Shares of face value ₹ 10 each
Bidders with an application size of more than ₹1,000,000
C) Retail Portion(6)(8) Not more than [●] Equity Shares of face value ₹ 10 each aggregating
up to ₹[●] million
Pre-Issue and post-Issue Equity Shares
Equity Shares outstanding prior to the Issue (as on the date of this Red 295,430,000 Equity Shares of face value ₹ 10 each
Herring Prospectus)
Equity Shares outstanding after the Issue [●] Equity Shares of face value ₹ 10 each
Use of Net Proceeds of the Issue See “Objects of the Issue” beginning on page 105 for details
regarding the use of Net Proceeds
(1) The Issue has been approved by our Board pursuant to the resolution passed at its meeting held on October 19, 2024, read with its resolution dated July
7, 2025, and by our Shareholders pursuant to a special resolution passed at their meeting held on October 21, 2024.
(2) The Employee Reservation Portion shall not exceed 5% of the post-Issue paid up Equity Share capital and the value of Allotment to any Eligible Employee
shall not exceed ₹200,000. Provided that, in the event of an under-subscription in the Employee Reservation Portion post the initial Allotment, such
unsubscribed portion may be allotted on a proportionate basis to Eligible Employees Bidding in the Employee Reservation Portion, for a value in excess
of ₹200,000 (net of Employee Discount, if any), subject to the total Allotment to an Eligible Employee not exceeding ₹500,000 (net of Employee Discount,
if any). Eligible Employees bidding in the Employee Reservation Portion must ensure that the maximum Bid Amount does not exceed ₹500,000 (net of
the Employee Discount, if any). For further details, see “Issue Structure” on page 382.
(3) The BEL Shareholders Reservation Portion shall not exceed 10% of the Issue size. The unsubscribed portion, if any, in the BEL Shareholders Reservation
Portion, shall be added to the Net Issue. For further details, see “Issue Structure” on page 382.
(4) Subject to valid Bids being received at or above the Issue Price, under-subscription, if any, in any category except the QIB Portion, would be allowed
to be met with spill-over from any other category or combination of categories of Bidders at the discretion of our Company in consultation with the
Book Running Lead Managers, and the Designated Stock Exchange, subject to applicable laws. Under-subscription, if any, in the QIB Portion (excluding
the Anchor Investor Portion) will not be allowed to be met with spill-over from other categories or a combination of categories.
(5) Our Company in consultation with the BRLMs may allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis. One-third of
the Anchor Investor Portion shall be reserved for Mutual Funds, subject to valid Bids being received from Mutual Funds at or above the Anchor Investor
Allocation Price. In the event of under-subscription or non-Allotment in the Anchor Investor Portion, the remaining Equity Shares shall be added to the
Net QIB Portion. Further, 5% of the Net QIB Portion shall be available for allocation on a proportionate basis to Mutual Funds only, and the remainder
of the Net QIB Portion shall be available for allocation on a proportionate basis to all QIB Bidders (other than Anchor Investors), including Mutual
Funds, subject to valid Bids being received at or above the Issue Price. However, if the aggregate demand from Mutual Funds is less than [●] Equity
Shares, the balance Equity Shares available for allotment in the Mutual Fund Portion will be added to the Net QIB Portion and allocated proportionately
to the QIB Bidders (other than Anchor Investors) in proportion to their Bids. In the event aggregate demand in the QIB Category has been met, under-
subscription, if any, in any category, including the Employee Reservation Portion and the BEL Shareholders Reservation Portion except the QIB
Category, would be allowed to be met with spill-over from any other category or combination of categories, at the discretion of our Company in
consultation with the BRLMs and the Designated Stock Exchange, subject to applicable law. For details, see “Issue Procedure” on page 386.
81(6) Allocation to Bidders in all categories except the Anchor Investor Portion and the Retail Portion, if any, shall be made on a proportionate basis subject
to valid Bids received at or above the Issue Price. The allocation to each RIB shall not be less than the minimum Bid Lot, subject to availability of Equity
Shares in the Retail Portion, and the remaining available Equity Shares, if any, shall be allocated on a proportional basis. For further details, see “Issue
Procedure” beginning on page 386.
(7) Not more than 15% of the Net Issue shall be available for allocation to Non-Institutional Bidders. The Equity Shares available for allocation to Non-
Institutional Bidders under the Non-Institutional Portion, shall be subject to the following: (i) one-third of the portion available to Non-Institutional
Bidders shall be reserved for applicants with an application size of more than ₹200,000 and up to ₹1,000,000, and (ii) two-third of the portion available
to Non-Institutional Bidders shall be reserved for applicants with application size of more than ₹1,000,000, provided that the unsubscribed portion in
either of the aforementioned sub-categories may be allocated to applicants in the other sub-category of Non-Institutional Bidders.
(8) SEBI through its circular (SEBI/HO/CFD/DIL2/CIR/P/2022/45) dated April 5, 2022, has prescribed that all individual investors applying in initial
public offering opening on or after May 1, 2022, where the application amount is up to ₹500.000, shall use UPI. UPI Bidders using the UPI Mechanism,
shall provide their UPI ID in the Bid-cum-Application Form for Bidding through Syndicate, sub-syndicate members, Registered Brokers, RTAs or CDPs,
or online using the facility of linked online trading, demat and bank account (3 in 1 type accounts), provided by certain brokers.
(9) Our Company, in consultation with the Book Running Lead Managers, undertook the Pre-IPO Placement, as permitted under applicable law,
aggregating to ₹1,260.00 million. The Pre-IPO Placement was at a price decided by our Company, in consultation with the Book Running Lead
Managers and was completed prior to filings of this Red Herring Prospectus with the RoC. The amount raised pursuant to the Pre-IPO Placement was
reduced from the Issue, subject to compliance with Rule 19(2)(b) of the SCRR and the revised Issue size aggregates up to ₹ 7,596.00 million. The Pre-
IPO Placement did not exceed 20% of the size of the Issue. Our Company has appropriately intimated the subscribers to the Pre-IPO Placement, prior
to the allotment pursuant to the Pre-IPO Placement, that there is no guarantee that our Company may proceed with the Issue or the Issue may be
successful and will result into listing of the Equity Shares on the Stock Exchanges. Further, relevant disclosures in relation to such intimation to the
subscribers to the Pre-IPO Placement have been appropriately made in the relevant sections of this Red Herring Prospectus and shall be made in the
relevant section of the Prospectus.
Allocation to Bidders in all categories, except the Retail Portion, Non-Institutional Portion and the Anchor Investor Portion, if
any, shall be made on a proportionate basis, subject to valid Bids being received at or above the Issue Price, as applicable.
Allocation to Retail Individual Bidders shall not be less than the minimum Bid Lot, subject to availability of Equity Shares in
the Retail Portion and the remaining available Equity Shares, if any, shall be allocated on a proportionate basis. The allotment
of Equity Shares to each Non-Institutional Bidder shall not be less than the minimum application size, subject to the availability
of Equity Shares in the Non-Institutional Portion, and the remaining Equity Shares, if any, shall be allocated on a proportionate
basis. Allocation to Anchor Investors shall be on a discretionary basis in accordance with the SEBI ICDR Regulations.
For details of the terms of the Issue, see “Terms of the Issue”, “Issue Structure” and “Issue Procedure” beginning on pages
377, 382 and 386, respectively.
82SUMMARY OF FINANCIAL INFORMATION
The following tables set forth the summary financial information derived from the Restated Consolidated Summary Statements
for the Financial Years ended March 31, 2025, March 31, 2024 and March 31, 2023. The summary financial information
presented below should be read in conjunction with “Restated Consolidated Summary Statements” and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” beginning on pages 254 and 322, respectively.
(The remainder of this page has intentionally been left blank)
83SUMMARY OF BALANCE SHEET
(All amounts in ₹ million)
Particulars As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
ASSETS
Non-current assets
Property, plant and equipment 7,296.90 6,508.20 6,267.40
Capital work in progress 202.70 716.80 293.90
Intangible assets 18.10 8.80 13.20
Financial assets
Investments 0.60 0.60 0.60
Other non-current financial assets 120.50 105.20 83.10
Deferred tax assets (net) 574.30 781.60 791.20
Other non-current assets 277.80 15.40 13.70
Current tax assets (net) 105.60 55.50 45.00
Total non-current assets 8,596.50 8,192.10 7,508.10
Current assets
Inventories 67.10 59.10 43.60
Financial assets
Trade receivables 230.10 217.60 206.90
Cash and cash equivalents 107.70 79.80 77.60
Bank balances other than cash and cash equivalents 115.90 122.80 232.50
Other current financial assets 97.50 28.70 21.10
Other current assets 260.90 167.70 316.90
Total current assets 879.20 675.70 898.60
Total assets 9,475.70 8,867.80 8,406.70
EQUITY AND LIABILITIES
Equity
Equity share capital 2,814.30 10.00 10.00
Instruments entirely equity in nature 15.00 2,819.30 2,819.30
Other equity (1,960.50) (2,158.90) (2,408.20)
Equity attributable to equity holders of the parent 868.80 670.40 421.10
Non-controlling interests 154.50 119.70 56.90
Total equity 1,023.30 790.10 478.00
Liabilities
Non-current liabilities
Financial liabilities
Borrowings 4,933.90 5,491.30 5,010.50
Lease liabilities 1,393.70 1,183.40 675.20
Other non-current financial liabilities 3.40 20.90 20.60
Other non-current liabilities 86.20 87.80 89.40
Non-current provisions 15.50 10.90 8.80
Total non-current liabilities 6,432.70 6,794.30 5,804.50
Current liabilities
Financial liabilities
Borrowings 1,239.30 520.60 1,314.50
Lease liabilities 8.30 - -
Trade payables
- Total outstanding dues of micro enterprises and 27.40 13.60 9.50
small enterprises
- Total outstanding dues of creditors other than micro 353.80 259.70 305.00
enterprises and small enterprises
Other current financial liabilities 233.20 310.40 329.20
Other current liabilities 138.50 164.80 155.70
Current provisions 19.20 14.30 10.30
Total Current liabilities 2,019.70 1,283.40 2,124.20
Total Equity and Liabilities 9,475.70 8,867.80 8,406.70
84SUMMARY OF PROFIT AND LOSS
(All amounts in ₹ million except otherwise stated)
Particulars For the year ended March For the year ended For the year ended
31, 2025 March 31, 2024 March 31, 2023
Income
Revenue from operations 4,682.50 4,017.00 3,502.20
Other income 24.30 31.50 61.90
Total income (i) 4,706.80 4,048.50 3,564.10
Expenses
Cost of materials consumed 447.60 403.40 350.80
Employee benefits expense 863.10 762.60 633.10
Depreciation and amortization expenses 498.00 436.40 493.50
Finance costs 725.60 688.90 691.70
Other expenses 1,727.40 1,436.40 1,550.40
Total expenses (ii) 4,261.70 3,727.70 3,719.50
Restated Profit/(loss) before exceptional items 445.10 320.80 (155.40)
and tax (iii) = (i) - (ii)
Exceptional items
Reversal of impairment of property, plant and - - (110.00)
equipment
Total Exceptional items (iv) - - (110.00)
Restated Profit/(loss) before tax (v) = (iii) - (iv) 445.10 320.80 (45.40)
Tax expense
Current tax - - -
Deferred tax charge/(credit) 208.50 9.40 (14.50)
Total tax expense (vi) 208.50 9.40 (14.50)
Restated Profit/(loss) for the year (vii) = (v) - (vi) 236.60 311.40 (30.90)
Restated Other comprehensive income
Items not to be reclassified to profit or loss in
subsequent periods:
Re-measurement gains/ (losses) on defined benefit (4.60) 0.90 2.20
plans
Income tax effect - credit/(charge) 1.20 (0.20) (0.70)
Restated Other comprehensive income (‘OCI’) (3.40) 0.70 1.50
(viii)
Restated Total comprehensive income / (loss) for 233.20 312.10 (29.40)
the year (ix) = (vii) + (viii)
Restated Profit/(loss) for the year attributable to:
Equity holders of the parent 201.90 248.70 (38.40)
Non-Controlling interests 34.70 62.70 7.50
Restated Other comprehensive income (‘OCI’)
for the year attributable to:
Equity holders of the parent (3.50) 0.60 1.30
Non-Controlling interests 0.10 0.10 0.20
Restated Total comprehensive income for the
year attributable to:
Equity holders of the parent 198.40 249.30 (37.10)
Non-Controlling interests 34.80 62.80 7.70
Restated Earnings/(loss) per share ('EPS')
attributable to equity holders of the Parent:
(nominal value per share ₹10)
Basic EPS (₹) 0.72 0.88 (0.14)
Diluted EPS (₹) 0.72 0.88 (0.14)
85SUMMARY OF CASH FLOWS
(All amounts in ₹ million)
Particulars For the year ended For the year ended For the year ended
March 31, 2025 March 31, 2024 March 31, 2023
Cash flows from operating activities
Restated Profit/ (loss) before tax 445.10 320.80 (45.40)
Adjustment to reconcile restated profit/ (loss) before tax to
net cash flows:
Depreciation and amortization expense 498.00 436.40 493.50
Impairment allowance for bad and doubtful debts - - 7.30
Reversal of impairment loss of property, plant and - - (110.00)
equipment
Reversal of impairment allowance for bad and doubtful (1.50) (5.90) -
debts
Government Grants - Capital subsidy (1.60) (1.60) (1.60)
Liabilities no longer required written back (2.50) - -
(Profit)/Loss on sale of property, plant and equipment 1.00 19.20 (38.10)
Interest expense 725.60 688.90 691.70
Interest income (15.20) (19.20) (17.50)
Operating profit before working capital changes 1,648.90 1,438.60 979.90
Movements in working capital:
(Decrease) / increase in trade payables 110.30 (41.20) 125.40
(Decrease) / increase in other liabilities (42.90) 27.00 77.90
(Decrease) / increase in provisions 4.90 7.00 6.00
(Increase) / decrease in inventories (7.90) (15.50) (17.90)
(Increase) / decrease in trade receivable (10.80) (4.80) (88.60)
(Increase) / decrease in loans - - 0.20
(Increase) / decrease in other assets (162.90) 148.00 10.20
Cash generated from operations 1,539.60 1,559.10 1,093.10
Direct taxes (paid)/refunds, net (50.10) (10.50) (14.40)
Net cash flow from/ (used in) operating activities (A) 1,489.50 1,548.60 1,078.70
Cash flows from investing activities
Purchase of property, plant and equipment (including (947.40) (554.80) (97.10)
capital work in progress)
Proceeds from sale of property, plant and equipment 0.30 1.20 116.70
Redemption of bank deposits 86.70 160.90 0.20
Investment in bank deposits (100.60) (80.00) (23.40)
Purchase of non current investments - - (0.50)
Interest received 11.10 19.70 13.90
Net cash flow from/ (used in) investing activities (B) (949.90) (453.00) 9.80
Cash flows from financing activities
Proceeds from borrowings 183.20 1,156.90 267.90
Repayment of borrowings (471.80) (1,431.40) (1,025.10)
Interest paid (444.20) (478.70) (508.30)
Redemption of debentures (5.40) - -
Payment of principal portion of lease liabilities (10.30) (107.90) -
Payment of interest portion of lease liabilities (69.40) (60.20) (56.90)
Net cash flow from / (used in) financing activities (C) (817.90) (921.30) (1,322.40)
Net increase/ (decrease) in cash and cash equivalents (A (278.30) 174.30 (233.90)
+ B + C)
Cash and cash equivalents at the beginning of the year 39.50 (134.80) 99.10
Cash and cash equivalents at the end of the year (238.80) 39.50 (134.80)
86GENERAL INFORMATION
Corporate Registration Number: 095986
Corporate Identity Number: U74999KA2016PLC095986
Registered and Corporate Office
Brigade Hotel Ventures Limited
29th & 30th Floor, World Trade Center
Brigade Gateway Campus
26/1, Dr. Rajkumar Road, Malleswaram-Rajajinagar
Bengaluru 560 055
Karnataka, India
For details of our incorporation and changes to our name and our Registered and Corporate office address, see “History and
Certain Corporate Matters” beginning on page 222.
Registrar of Companies
Our Company is registered with the RoC, situated at the following address:
Registrar of Companies, Karnataka at Bengaluru
‘E’ Wing, 2nd Floor
Kendriya Sadana, Kormangala
Bengaluru 560 034
Karnataka, India
Board of Directors of our Company
Details regarding our Board of Directors as on the date of this Red Herring Prospectus are set forth below:
Name Designation DIN Address
Nirupa Shankar Managing Director 02750342 Shantiniketan, 15/3-1, Palace Road, Vasanth Nagar Bangalore, Bangalore
G.P.O, Bengaluru 560 001, Karnataka, India
Amar Shivram Non-Executive and Non- 03218587 3009/2-3, 2nd Main, 18A Cross Shri Rasthu, Banashankari Stage 2,
Mysore Independent Director Bidarahalli, Bengaluru 560 070, Karnataka, India
Vineet Verma Non-Executive and Non- 06362115 L-1609, 16th Floor, Brigade Gateway, 26/1, Dr. Rajkumar Road, Bengaluru
Independent Director 560 055, Karnataka, India
Bijou Kurien Independent Director 01802995 33/2, Vittal Mallya Road, Next to Shell Petrol, Bangalore North, Bengaluru
560 001, Karnataka, India
Anup Sanmukh Independent Director 00317300 Villa A11, Epsilon Residences, Khata No. 326/370/4/39/34, Yemlur Main
Shah Road, Yemlur, Bangalore South Bengaluru 560 037, Karnataka, India
Jyoti Narang Independent Director 00351187 C/O Ranjana Paul, 59 Hills and Dales, Undri, off Nibm Road, Undri, Pune
City, Pune 411 060, Maharashtra, India
Nakul Anand Independent Director 00022279 C/O Dewan, Jagat Anand, 231, 1st Floor, House of Paree Mall Road, Vasant
Kunj, South West Delhi, 110 070, Delhi, India
For further details of our Board, see “Our Management” beginning on page 232.
Company Secretary and Compliance Officer
Akanksha Bijawat is our Company Secretary and Compliance Officer. Her contact details are as set forth below:
Akanksha Bijawat
29th & 30th Floor, World Trade Center
Brigade Gateway Campus
26/1, Dr. Rajkumar Road, Malleswaram-Rajajinagar
Bengaluru 560 055
Karnataka, India
Tel: +91 80 4137 9200
E-mail: investors@bhvl.in
Filing of the Draft Red Herring Prospectus
A copy of the Draft Red Herring Prospectus was filed on the SEBI intermediary portal at https://siportal.sebi.gov.in as specified
in Regulation 25(8) of the SEBI ICDR Regulations and the SEBI Master Circular SEBI/HO/CFD/PoD-2/P/CIR/2023/00094
87dated June 21, 2023.
It will also be filed with SEBI at the following address:
Securities and Exchange Board of India
Corporation Finance Department
Division of Issues and Listing
SEBI Bhavan, Plot No. C4 A, ‘G’ Block
Bandra Kurla Complex
Bandra (E), Mumbai 400 051
Maharashtra, India
Filing of this Red Herring Prospectus and the Prospectus
A copy of this Red Herring Prospectus, along with the material documents and contracts required has been filed with the RoC
in accordance with Section 32 of the Companies Act and a copy of the Prospectus required to be filed under Section 26 of the
Companies Act, will be filed with the RoC and through the electronic portal of the MCA.
Statutory Auditors of our Company
S. R. Batliboi & Associates LLP, Chartered Accountants
12th Floor, “UB City”, Canberra Block
No. 24, Vittal Mallya Road
Bengaluru 560 001
Karnataka, India
Tel: 080 6648 9000
E-mail: srba@srb.in
Firm registration number: 101049W/E300004
Peer review number: 017127
Changes in Auditors
There has been no change in the statutory auditors of our Company during the three years immediately preceding the date of
this Red Herring Prospectus.
Book Running Lead Managers
JM Financial Limited ICICI Securities Limited
7th Floor, Cnergy ICICI Venture House
Appasaheb Marathe Marg Appasaheb Marathe Marg
Prabhadevi, Mumbai 400 025 Prabhadevi, Mumbai 400 025
Maharashtra, India Maharashtra, India
Tel: +91 22 6630 3030 Tel: +91 22 6807 7100
E-mail: bhvl.ipo@jmfl.com E-mail: brigade.ipo@icicisecurities.com
Investor Grievance E-mail: grievance.ibd@jmfl.com Investor Grievance E-mail: customercare@icicisecurities.com
Website: www.jmfl.com Website: www.icicisecurities.com
Contact Person: Prachee Dhuri Contact Person: Kishan Rastogi/ Nikita Chirania
SEBI Registration Number: INM000010361 SEBI Registration Number: INM000011179
Legal Counsel to our Company as to Indian law
Cyril Amarchand Mangaldas
3rd Floor, Prestige Falcon Towers
19, Brunton Road
Bengaluru 560 025
Karnataka, India
Tel: +91 80 6792 2000
Registrar to the Issue
KFin Technologies Limited
Selenium Tower B, Plot 31-32
Gachibowli, Financial District, Nanakramguda
Hyderabad 500 032
Telangana, India
Tel.: +91 40 6716 2222/18003094001
E-mail: bhvl.ipo@kfintech.com
88Website: www.kfintech.com
Investor Grievance E-mail: einward.ris@kfintech.com
Contact person: M. Murali Krishna
SEBI registration number: INR000000221
Bankers to the Issue
Escrow Collection Bank, Refund Banks and Sponsor Bank
ICICI Bank Limited
Capital Market Division
163, 5th Floor, H.T.Parekh Marg
Backbay Reclamation, Churchgate
Mumbai, Maharashtra – 400 020
Tel: 022 - 68052182
E-mail: Ipocmg@icicibank.com
Website: www.icicibank.com
Contact person: Mr. Varun Badai
Public Issue Account Bank and Sponsor Bank
Kotak Mahindra Bank Limited
Intellion Square, 501, 5th Floor, A Wing
Infinity IT Park, Gen. A.K. Vaidya Marg
Malad – East, Mumbai, Maharashtra 400 097
Tel: 022 - 69410636
E-mail: cmsipo@kotak.com
Website: www.kotak.com
Contact person: Mr. Siddhesh Shirodkar
Banker to our Company
Axis Bank Limited
Bangalore Main Branch
#9 MG Road, Esquire Centre
Bengaluru 560001
Karnataka, India
Contact Person: Sheeraz Qidwai
Tel: +91 80955 00091/ +91 63613 54942
E-mail: bangalore.branchhead@axisbank.com; csd.bangalore@axisbank.com
Website: https://www.axisbank.com
Syndicate Members
JM Financial Services Limited
Ground Floor, 2, 3 & 4, Kamanwala Chambers
Sir P.M. Road, Fort
Mumbai 400 001
Maharashtra, India
Contact person: T N Kumar / Sona Varghese
Tel: +91 22 6136 3400
E-mail: tn.kumar@jmfl.com / sona.verghese@jmfl.com
Website: www.jmfinancialservices.in
SEBI Registration No.: INZ000195834
Designated Intermediaries
Self-Certified Syndicate Banks
The list of SCSBs notified by SEBI for the ASBA process is available at
http://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognised=yes, or at such other website as may be prescribed by
SEBI from time to time. A list of the Designated SCSB Branches with which an ASBA Bidder (other than a UPI Bidder), not
bidding through Syndicate/ Sub Syndicate or through a Registered Broker, RTA or CDP may submit the Bid cum Application
Forms, is available at https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=34, or at such
other websites as may be prescribed by SEBI from time to time.
89SCSBs and mobile applications enabled for UPI Mechanism
In accordance with SEBI ICDR Master Circular and the SEBI Circular No. SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26,
2019, UPI Bidders may apply through the SCSBs and mobile applications whose names appears on the website of the SEBI
(https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=40) and
(https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=43) respectively, as updated from
time to time. A list of SCSBs and mobile applications, which are live for applying in public issues using UPI mechanism is
provided in the list available on the website of SEBI at
www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=43 and updated from time to time and at such
other websites as may be prescribed by SEBI from time to time.
Syndicate SCSB Branches
In relation to Bids (other than Bids by Anchor Investors and RIBs) submitted under the ASBA process to a member of the
Syndicate, the list of branches of the SCSBs at the Specified Locations named by the respective SCSBs to receive deposits of
Bid cum Application Forms from the members of the Syndicate is available on the website of the SEBI
(https://www.sebi.gov.in/sebiweb/other/OtherAction.do?doRecognisedFpi=yes&intmId=35) and updated from time to time or
any such other website as may be prescribed by SEBI from time to time.
Registered Brokers
Bidders (other than RIBs) can submit ASBA Forms in the Issue using the stockbroker network of the Stock Exchanges, i.e.
through the Registered Brokers at the Broker Centres. The list of the Registered Brokers, including details such as postal
address, telephone number and e-mail address, is provided on the websites of the respective Stock Exchanges at
https://www.bseindia.com/ and https://www.nseindia.com, as updated from time to time.
Registrar and Share Transfer Agents
The list of the RTAs eligible to accept ASBA Forms (other than RIBs) at the Designated RTA Locations, including details such
as address, telephone number and e-mail address, is provided on the websites of the respective Stock Exchanges at
https://www.bseindia.com/Static/PublicIssues/RtaDp.aspx and https://www.nseindia.com/products-services/initial-public-
offerings-asba-procedures, respectively, as updated from time to time.
Collecting Depository Participants
The list of the CDPs eligible to accept ASBA Forms at the Designated CDP Locations, including details such as name and
contact details, is provided on the websites of the respective Stock Exchanges at
https://www.bseindia.com/Static/PublicIssues/RtaDp.aspx and https://www.nseindia.com/products-services/initial-public-
offerings-asba-procedures, respectively, as updated from time to time.
Experts to the Issue
Except as disclosed below, our Company has not obtained any expert opinions:
Our Company has received a written consent dated July 18, 2025 from S. R. Batliboi & Associates LLP, Chartered Accountants,
to include their names as required under Section 26(1) of the Companies Act, 2013 read with SEBI ICDR Regulations, in this
Red Herring Prospectus, and as an “expert” as defined under Section 2(38) of the Companies Act, 2013 to the extent and in
their capacity as our Statutory Auditors, and in respect of their (a) examination report dated July 7, 2025 on the Restated
Consolidated Summary Statements, and (b) report dated July 7, 2025 on statement of special tax benefits in this Red Herring
Prospectus and such consents have not been withdrawn as on the date of this Red Herring Prospectus. However, the term
“expert” shall not be construed to mean an “expert” as defined under the U.S. Securities Act.
Our Company has received a written consent dated July 7, 2025 from Manian & Rao, Chartered Accountants, holding a valid
peer review certificate from the ICAI, to include their name as required under Section 26(5) of the Companies Act, 2013 read
with SEBI ICDR Regulations, in this Red Herring Prospectus, and as an “expert” as defined under Section 2(38) of the
Companies Act, 2013 to the extent and in respect of the certificates issued by them in their capacity as an independent chartered
accountant to our Company, and such consent has not been withdrawn as on the date of this Red Herring Prospectus. However,
the term “expert” shall not be construed to mean an “expert” as defined under the U.S. Securities Act.
Our Company has received a written consent dated October 28, 2024 from Zecorate Private Limited, the Independent Architect,
to include their name as required under Section 26(5) of the Companies Act, 2013 read with SEBI ICDR Regulations, in this
Red Herring Prospectus, and as an “expert” as defined under Section 2(38) of the Companies Act, 2013, to the extent and in
their capacity as an independent architect in respect of information certified by them, as included in this Red Herring Prospectus
and such consent has not been withdrawn as on the date of this Red Herring Prospectus. However, the term “expert” shall not
be construed to mean an “expert” as defined under the U.S. Securities Act.
Our Company and our Subsidiary have received a written consent dated July 7, 2025 from the statutory auditor of our
90Subsidiary, namely, Brahmayya & Co., Chartered Accountants, holding a valid peer review certificate from the ICAI, to include
their names as required under Section 26(5) of the Companies Act, 2013 read with SEBI ICDR Regulations, in this Red Herring
Prospectus, and as an “expert” as defined under Section 2(38) of the Companies Act, 2013 to the extent and in their capacity as
the statutory auditor for the Subsidiary, and in respect of their statement of special tax benefits available to our Subsidiary dated
July 7, 2025, and such consents have not been withdrawn as on the date of this Red Herring Prospectus. However, the term
“expert” shall not be construed to mean an “expert” as defined under the U.S. Securities Act.
Inter-se allocation of responsibilities among the Book Running Lead Managers
The following table sets forth the inter-se allocation of responsibilities for various activities in relation to the Issue among the
Book Running Lead Managers:
Sr. Activities Responsibility Co-
No ordinator(s)
1. Cap ital structuring with the relative components and formalities such as composition of debt and BRLMs JMFL
equity, type of instruments, positioning strategy and due diligence of the Company including its
operations/management/ business plans/legal etc. Drafting, design and finalizing of the draft red
herring prospectus, red herring prospectus and prospectus and of statutory / newspaper
advertisements including a memorandum containing salient features of the prospectus. The
BRLMs shall ensure compliance with SEBI ICDR Regulations and stipulated requirements and
completion of prescribed formalities with the stock exchanges, RoC and SEBI and RoC filings
and follow up and coordination till final approval from all regulatory authorities.
2. Dra fting and approval of statutory advertisements. BRLMs JMFL
3. Dra fting and approval of all publicity material other than statutory advertisement as mentioned BRLMs ICICI
above including corporate advertising, brochure, etc. and filing of media compliance report. Securities
4. App ointment of intermediaries – BRLMs JMFL
a. Register to the Issue
b. Advertising agency
c. Printer
Including coordination of all respective agreements to be entered into with such intermediaries.
5. App ointment of all other intermediaries - Banker(s) to the Issue, Sponsor Bank and other BRLMs ICICI
intermediaries, including coordination of all agreements to be entered into with such Securities
intermediaries.
6. Pre paration of road show marketing presentation and frequently asked questions. BRLMs ICICI
Securities
7. Inte rnational Institutional marketing of the Issue, which will cover, inter alia: BRLMs ICICI
• Institutional marketing strategy; Securities
• Finalizing the list and division of international investors for one-to-one meetings; and
• Finalizing international road show and investor meeting schedule
8. Dom estic Institutional marketing of the Issue, which will cover, inter alia: BRLMs JMFL
• Institutional marketing strategy;
• Finalizing the list and division of domestic investors for one-to-one meetings; and
• Finalizing domestic road show and investor meeting schedule
9. Ret ail marketing of the Issue, which will cover, inter alia: BRLMs ICICI
• Finalising media, marketing and public relations strategy including list of frequently asked Securities
questions at retail road shows;
• Finalising centres for holding conferences for brokers, etc.;
• Formulating strategies for marketing to Non-Institutional Investors
• Follow-up on distribution of publicity and Issue material including application form, the
Prospectus and deciding on the quantum of the Issue material; and Finalising collection
centres
10. Non -Institutional marketing of the Issue, which will cover, inter alia: BRLMs JMFL
• Finalising media, marketing and public relations strategy; and
• Formulating strategies for marketing to Non – Institutional Investors.
• Finalising centres for holding conferences for brokers, etc
11. Coo rdination with Stock Exchanges for book building software, bidding terminals and mock BRLMs ICICI
trading. Securities
12. Coo rdination with Stock Exchanges for Anchor coordination, Anchor CAN and intimation of BRLMs ICICI
anchor allocation and submission of letters to regulators post completion of anchor allocation. Securities
13. Ma naging the book and finalization of pricing in consultation with the Company. BRLMs JMFL
14. Pos t bidding activities including management of escrow accounts, coordinate non-institutional BRLMs ICICI
allocation, coordination with registrar, SCSBs and Bank to the Issue, intimation of allocation and Securities
dispatch of refund to bidders, etc.
Post-Issue activities, which shall involve essential follow-up steps including follow-up with
Bankers to the Issue and SCSBs to get quick estimates of collection and advising the issuer about
the closure of the Issue, based on correct figures, finalisation of the basis of allotment or weeding
out of multiple applications, listing of instruments, dispatch of certificates or demat credit and
refunds and coordination with various agencies connected with the post-issue activity such as
registrar to the Issue, Bankers to the Issue, SCSBs including responsibility for underwriting
91Sr. Activities Responsibility Co-
No ordinator(s)
arrangements, as applicable.
Co-ordination with SEBI and Stock Exchanges for submission of all post Issue reports including
the Initial and final Post Issue report to SEBI.
IPO Grading
No credit agency registered with SEBI has been appointed in respect of obtaining grading for the Issue.
Monitoring Agency
Our Company has appointed CARE Ratings Limited as the monitoring agency to monitor utilization of the Gross Proceeds
from the Issue in accordance with Regulation 41 of the SEBI ICDR Regulations. For details in relation to the proposed
utilisation of the Net Proceeds, see “Objects of the Issue” on page 105.
Appraising Entity
None of the objects for which the Net Proceeds will be utilised have been appraised by any agency.
Credit Rating
As this is an Issue of Equity Shares, credit rating is not required for the Issue.
Debenture Trustees
As this is an Issue of Equity Shares, the appointment of debenture trustees is not required for the Issue.
Green Shoe Option
No green shoe option is contemplated under the Issue.
Book Building Process
Book building, in the context of the Issue, refers to the process of collection of Bids from Bidders on the basis of this Red
Herring Prospectus and the Bid Cum Application Forms and the Revision Forms within the Price Band which will be decided
by our Company in consultation with the Book Running Lead Managers, and which will either be included in this Red Herring
Prospectus or will be advertised in all editions of Financial Express, an English national daily newspaper, all editions of Jansatta,
a Hindi national daily newspaper, and the Bengaluru edition of Vishwavani, a Kannada daily newspaper (Kannada being the
regional language of Karnataka, where our Registered and Corporate Office is located), at least two Working Days prior to the
Bid/Issue Opening Date and shall be made available to the Stock Exchanges for the purpose of uploading on their respective
websites. The Issue Price shall be determined by our Company in consultation with the Book Running Lead Managers after the
Bid/Issue Closing Date. For details, see “Issue Procedure” beginning on page 386.
All Bidders (other than Anchor Investors) shall participate in this Issue mandatorily through the ASBA process by
providing the details of their respective bank accounts in which the corresponding Bid Amount will be blocked by the
SCSBs. In addition to this, the RIB Bidders may participate through the ASBA process by either (a) providing the
details of their respective ASBA Account in which the corresponding Bid Amount will be blocked by the SCSBs; or (b)
through the UPI Mechanism. Non-Institutional Investors with an application size of up to ₹500,000 shall use the UPI
Mechanism and shall also provide their UPI ID in the Bid cum Application Form submitted with Syndicate Members,
Registered Brokers, Collecting Depository Participants and Registrar and Share Transfer Agents. Anchor Investors are
not permitted to participate in the Issue through the ASBA process. Pursuant to SEBI ICDR Master Circular, all
individual bidders in initial public offerings whose application sizes are up to ₹ 500,000 shall use the UPI Mechanism.
In terms of the SEBI ICDR Regulations, QIBs and Non-Institutional Bidders are not permitted to withdraw their Bid(s)
or lower the size of their Bid(s) (in terms of the number of Equity Shares or the Bid Amount) at any stage. Anchor
Investors are not allowed to withdraw their Bids after the Anchor Investor Bid/Issue Period. Except for Allocation to
RIBs, Non-Institutional Bidders and the Anchor Investors, allocation in the Issue will be on a proportionate basis.
Further, allocation to Anchor Investors will be on a discretionary basis.
Each Bidder by submitting a Bid in the Issue, will be deemed to have acknowledged the above restrictions and the terms
of the Issue.
The process of Book Building under the SEBI ICDR Regulations and the Bidding Process are subject to change from time to
time and the investors are advised to make their own judgment about investment through this process prior to submitting a Bid
in the Issue.
92Bidders should note that, the Issue is also subject to obtaining (i) the final approval of the RoC after the Prospectus is filed with
the RoC; and (ii) final listing and trading approvals of the Stock Exchanges, which our Company shall apply for after Allotment.
For further details, see “Terms of the Issue”, “Issue Structure” and “Issue Procedure” beginning on pages 377, 382 and 386,
respectively. For details in relation to filing of this Red Herring Prospectus see “- Filing of this Red Herring Prospectus” on
page 88.
Illustration of Book Building and Price Discovery Process
For an illustration of the Book Building Process and the price discovery process, see “Issue Procedure” on page 386.
Underwriting Agreement
After determination of the Issue Price and allocation of Equity Shares, our Company intends to, prior to the filing of the
Prospectus with the RoC, enter into an Underwriting Agreement with the Underwriters for the Equity Shares proposed to be
issued through the Issue. The Underwriting Agreement is dated [●]. Pursuant to the terms of the Underwriting Agreement, the
obligations of each of the Underwriters will be several and will be subject to certain conditions specified therein.
The Underwriters have indicated their intention to underwrite the following number of Equity Shares which they shall subscribe
to on account of rejection of bids, either by themselves or by procuring subscription, at a price which shall not be less than the
Issue Price, pursuant to the Underwriting Agreement:
(The Underwriting Agreement has not been executed as on the date of this Red Herring Prospectus. This portion has been
intentionally left blank and will be filled in before filing of the Prospectus with the RoC.)
Name, address, telephone number and e-mail address of Indicative number of Equity Shares to be Amount underwritten
the Underwriters underwritten (in ₹ million)
[●] [●] [●]
[●] [●] [●]
The aforementioned underwriting commitments are indicative and will be finalised after the determination of the Issue Price
and finalization of the Basis of Allotment and actual allocation in accordance with provisions of the SEBI ICDR Regulations.
In the opinion of our Board, the resources of the aforementioned Underwriters are sufficient to enable them to discharge their
respective underwriting obligations in full. The aforementioned Underwriters are registered with SEBI under Section 12(1) of
the SEBI Act or registered as brokers with the Stock Exchanges. Our Board/ Committee of Directors, at its meeting held on
[●], approved the acceptance and entering into the Underwriting Agreement mentioned above on behalf of our Company.
Allocation among the Underwriters may not necessarily be in proportion to their underwriting commitment set forth in the table
above.
Notwithstanding the above table, the Underwriters shall be severally responsible for ensuring payment with respect to the Equity
Shares allocated to investors respectively procured by them in accordance with the Underwriting Agreement. In the event of
any default in payment, the respective Underwriter, in addition to other obligations defined in the Underwriting Agreement,
will also be required to procure purchasers for or purchase the Equity Shares to the extent of the defaulted amount in accordance
with the Underwriting Agreement. The extent of underwriting obligations and the Bids to be underwritten in the Issue shall be
as per the Underwriting Agreement.
93CAPITAL STRUCTURE
The details of the share capital of our Company, as on the date of this Red Herring Prospectus, is set forth below:
(in ₹, except share data unless otherwise stated)
Sr. Particulars Aggregate value Aggregate value
No. at face value at Issue Price*
A. AUTHORISED SHARE CAPITAL(1)
450,000,000 Equity Shares of face value ₹ 10 each 4,500,000,000 -
Total 4,500,000,000 -
B. ISSUED, SUBSCRIBED AND PAID-UP SHARE CAPITAL BEFORE THE ISSUE
295,430,000 Equity Shares of face value ₹ 10 each 2,954,300,000
Total 2,954,300,000
C. PRESENT ISSUE(2)(3)
Fresh Issue of up to [●] Equity Shares of face value ₹ 10 each aggregating up to ₹ 7,596.00 [●] [●]
million(2(3)
which includes
Employee Reservation Portion of up to [●] Equity Shares of face value ₹ 10 each aggregating [●] [●]
up to ₹ 75.96 million(4)
BEL Shareholders Reservation Portion of up to [●] Equity Shares of face value ₹ 10 each [●] [●]
aggregating up to ₹ 303.84 million(5)
D. ISSUED, SUBSCRIBED AND PAID-UP CAPITAL AFTER THE ISSUE
[●] Equity Shares of face value of ₹ 10 each [●] [●]
E. SECURITIES PREMIUM ACCOUNT
Before the Issue 1,120,000,000
After the Issue [●]
* To be included upon finalisation of the Issue Price, and subject to the Basis of Allotment.
(1) For details in relation to the changes in the authorised share capital of our Company since incorporation till the date of this Red Herring Prospectus,
see “History and Certain Corporate Matters – Amendments to our Memorandum of Association” on page 222.
(2) The Issue has been authorised by a resolution of our Board at their meeting held on October 19, 2024, read with its resolution dated July 7, 2025, and
by our Shareholders at their meeting held on October 21, 2024.
(3) Our Company, in consultation with the Book Running Lead Managers, undertook the Pre-IPO Placement, as permitted under applicable law, aggregating
to ₹1,260.00 million. The Pre-IPO Placement was at a price decided by our Company, in consultation with the Book Running Lead Managers and was
completed prior to filing of this Red Herring Prospectus with the RoC. The amount raised pursuant to the Pre-IPO Placement was reduced from the
Issue, subject to compliance with Rule 19(2)(b) of the SCRR and the revised Issue size aggregates up to ₹ 7,596.00 million. The Pre-IPO Placement did
not exceed 20% of the size of the Issue. Our Company has appropriately intimated the subscribers to the Pre-IPO Placement, prior to the allotment
pursuant to the Pre-IPO Placement, that there is no guarantee that our Company may proceed with the Issue or the Issue may be successful and will
result into listing of the Equity Shares on the Stock Exchanges. Further, relevant disclosures in relation to such intimation to the subscribers to the Pre-
IPO Placement have been appropriately made in the relevant sections of this Red Herring Prospectus and shall be made in the relevant sections of the
Prospectus.
(4) The Employee Reservation Portion shall not exceed 5% of the post-Issue paid up Equity Share capital and the value of Allotment to any Eligible Employee
shall not exceed ₹200,000 (net of Employee Discount, if any). Provided that, in the event of an under-subscription in the Employee Reservation Portion
post the initial Allotment, such unsubscribed portion may be allotted on a proportionate basis to Eligible Employees Bidding in the Employee Reservation
Portion, for a value in excess of ₹200,000 (net of Employee Discount, if any), subject to the total Allotment to an Eligible Employee not exceeding
₹500,000 (net of Employee Discount, if any). Eligible Employees bidding in the Employee Reservation Portion must ensure that the maximum Bid Amount
does not exceed ₹500,000 (net of the Employee Discount, if any). For further details, see “Issue Structure” and “Issue Procedure” on pages 382 and
386, respectively.
(5) The BEL Shareholders Reservation Portion shall not exceed 10% of the Issue size. The unsubscribed portion, if any, in the BEL Shareholders Reservation
Portion, shall be added to the Net Issue. For further details, see “Issue Structure” on page 382.
94Notes to the Capital Structure
1. Share capital history of our Company
i. Equity share capital
The history of the Equity Shares capital of our Company is set forth in the table below:
(a) Primary issuances
Date of allotment Number of Details of allottees Face value per Issue price per Nature of Nature of allotment Cumulative Cumulative
of Equity Share Equity Shares Equity Share Equity Share consideration number of paid-up
allotted (in ₹) (in ₹) Equity Equity Share
Shares capital (in ₹)
August 24, 2016 1,000,000 999,700 Equity Shares of face value ₹ 10 each were allotted to 10 10 Cash Allotment pursuant to 1,000,000 10,000,000
BEL, 50 Equity Shares of face value ₹ 10 each were each allotted initial subscription to the
to Mysore Ramachandrasetty Jaishankar, Nirupa Shankar, Vineet Memorandum of
Verma, Pradyumna Krishnakumar, Suresh Yadwad and Vishal K. Association
Mirchandani(1)
May 10, 2024 280,430,000 280,430,000 Equity Shares of face value ₹ 10 each were allotted to 10 NA(2) NA Conversion of OCRPS to 281,430,000 2,814,300,000
BEL Equity Shares of face
value ₹ 10 each(2)
July 3, 2025 14,000,000 (1) 4,444,444 Equity shares of face value ₹ 10 each were 10 90 Cash Private placement (Pre- 295,430,000 2 ,954,300,000
allotted to 360 ONE Special Opportunities Fund – Series 9; IPO Placement)(3)(4)
(2) 1,111,111 Equity shares of face value ₹ 10 each were
allotted to 360 ONE Special Opportunities Fund – Series
10;
(3) 1,555,556 Equity shares of face value ₹ 10 each were
allotted to 360 ONE Special Opportunities Fund – Series
11;
(4) 4,000,000 Equity shares of face value ₹ 10 each were
allotted to 360 ONE Special Opportunities Fund – Series
12;
(5) 1,555,556 Equity shares of face value ₹ 10 each were
allotted to 360 ONE Special Opportunities Fund – Series
13; and
(6) 1,333,333 Equity shares of face value ₹ 10 each were
allotted to 360 ONE Large Value Fund – Series 2
95Date of allotment Number of Details of allottees Face value per Issue price per Nature of Nature of allotment Cumulative Cumulative
of Equity Share Equity Shares Equity Share Equity Share consideration number of paid-up
allotted (in ₹) (in ₹) Equity Equity Share
Shares capital (in ₹)
(collectively, “Pre-IPO Placement Allottees”)(3)(4)
Total 295,430,000 295,430,000 2 ,954,300,000
(1) The beneficial interest of the 50 Equity Shares of face value ₹ 10 each, which were each allotted to Mysore Ramachandrasetty Jaishankar, Nirupa Shankar, Vineet Verma, Pradyumna Krishnakumar, Suresh Yadwad and Vishal K.
Mirchandani is with BEL. Pursuant to a transfer of Equity Shares dated July 27, 2018, 50 Equity Shares of face value ₹ 10 each, held by Vishal K. Mirchandani were transferred to Pavitra Shankar, the beneficial interest of which is
with BEL.
(2) Pursuant to the Scheme of Arrangement, the Company issued 28,043,000 Optionally Convertible Redeemable Preference Shares of face value of ₹ 100 each (“OCRPS”) of the Company against the transfer of hotel business undertaking
of BEL. With effect from May 10, 2024, pursuant to the option exercised by BEL, the holder of the OCRPS, and approval of the Board of Directors of the Company, 28,043,000 OCRPS have been converted to 280,430,000 equity shares
of the Company of ₹ 10 each at a ratio of 1:10 (i.e., 10 Equity Shares issued for every 1 OCRPS held by BEL). For details of the technical issues in relation to filing Forms SH-7 and the ratification of the abovementioned allotment, see
“Risk Factor – 29. There may be delays in completing certain of our statutory and regulatory filings. We cannot assure you that no actions, regulatory or otherwise, will be initiated against our Company in the future in relation to such
delays, which could adversely affect our financial condition, results of operations and reputation” on page 53.
(3) Our Company, in consultation with the Book Running Lead Managers, undertook the Pre-IPO Placement, as permitted under applicable law, aggregating to ₹1,260.00 million. The Pre-IPO Placement was at a price decided by our
Company, in consultation with the Book Running Lead Manager and was completed prior to filing of this Red Herring Prospectus with the RoC. The amount raised pursuant to the Pre-IPO Placement was reduced from the Issue,
subject to compliance with Rule 19(2)(b) of the SCRR and the revised Issue size aggregates up to ₹ 7,596.00 million. The Pre-IPO Placement did not exceed 20% of the size of the Issue. Our Company has appropriately intimated the
subscribers to the Pre-IPO Placement, prior to the allotment pursuant to the Pre-IPO Placement, that there is no guarantee that our Company may proceed with the Issue or the Issue may be successful and will result into listing of the
Equity Shares on the Stock Exchanges. Further, relevant disclosures in relation to such intimation to the subscribers to the Pre-IPO Placement have been appropriately made in the relevant sections of this Red Herring Prospectus and
shall be made in the relevant sections of the Prospectus.
(4) The Equity Shares were allotted pursuant to the Pre-IPO Placement to each of the Pre-IPO Placement Allotees, being nominees of 360 ONE Alternates Asset Management Limited, a Category II AIF, in accordance with the investment
agreement dated July 2, 2025 executed amongst our Company, BEL and 360 ONE Alternates Asset Management Limited, read with the deed of accession dated July 3, 2025 executed by the Pre-IPO Placement Allottees.
Our Company has made the abovementioned issuances and allotments of Equity Shares in compliance with the applicable provisions of the Companies Act, 2013, to the extent applicable.
Further, our Company is in compliance with Section 25 of the Companies Act, 2013 and has not had more than 200 shareholders in any financial year since incorporation.
(b) Secondary issuances
As on the date of this Red Herring Prospectus, there has been no acquisition or transfer of the Equity Shares of our Company by our Promoters or members of the Promoter Group.
ii. Preference share capital
As on the date of this Red Herring Prospectus, our Company has no outstanding Preference Shares.
As on the date of this Red Herring Prospectus, our Company has not issued any compulsorily convertible preference shares. Further, there has been no acquisition or transfer of the Preference
Shares of our Company through secondary transactions, as on the date of this Red Herring Prospectus.
962. Issue of specified securities at a price lower than the Issue Price in the last year
The Issue Price is ₹ [●]. Except for the Pre-IPO Placement, as disclosed under “ – Notes to Capital Structure – Share
capital history of our Company – Equity share capital” on page 95, the Company has not undertaken any issuances of
its Equity Shares in the preceding one year.
3. Issue of shares for consideration other than cash or out of revaluation reserves
(i) As on the date of this Red Herring Prospectus, our Company has not issued any Equity Shares or Preference
Shares out of revaluation reserves since its incorporation.
(ii) Our Company has not issued any Equity Shares for consideration other than cash as on the date of this Red
Herring Prospectus. Except as disclosed below, our Company has not issued any Preference Shares for
consideration other than cash as on the date of this Red Herring Prospectus. For further details, see “History and
Certain Corporate Matters – Details regarding material acquisitions or divestments of business/ undertakings,
mergers, amalgamation, any revaluation of assets, etc. since the date of incorporation” on page 225.
Date of Number of Details of allottees Nature of Face value Issue price Benefits accrued to our
allotment Preference allotment per per Company
Shares Preference Preference
allotted Share (in Share (in
₹) ₹)
December 28,043,000 28,043,000 OCRPS of Allotment 100 NA Pursuant to the Scheme of
18, 2018 face value ₹ 100 each pursuant to Arrangement, 28,043,000
were allotted to BEL(1) the Scheme OCRPS were allotted to BEL
of as consideration for the
Arrangement transfer of its hotel business
undertakings to our Company,
which included the operational
and under construction hotels,
along with all assets, liabilities,
employees, trademarks, legal
proceedings, contracts, deeds,
rights and licenses associated
with such business
undertakings. For further
details, see “History and
Certain Corporate Matters –
Details regarding material
acquisitions or divestments of
business/ undertakings,
mergers, amalgamation, any
revaluation of assets, etc since
the date of incorporation” on
page 225.
(1) Pursuant to the board resolution dated December 18, 2018, 28,043,000 OCRPS of face value ₹ 100 each at a coupon rate of 0.01% were
allotted to BEL in accordance with the Scheme of Arrangement. For further details, see “History and Certain Corporate Matters –
Details regarding material acquisitions or divestments of business/ undertakings, mergers, amalgamation, any revaluation of assets, etc.
since the date of incorporation” on page 225.
(iii) Our Company has not issued any Equity Shares or Preference Shares by way of bonus issue as of the date of this
Red Herring Prospectus. For details of our share capital history, see “- Notes to the Capital Structure –Share
capital history of our Company – (i) Equity share capital” on page 95 and “– Notes to the Capital Structure –
Share capital history of our Company – (i) Preference share capital” on page 96.
4. Shares issued under Sections 391 to 394 of the Companies Act, 1956 or Sections 230 to 234 of the Companies Act,
2013
Except as disclosed under “-Notes to the Capital Structure – Issue of shares for consideration other than cash or out of
revaluation reserves” on page 97, our Company has not allotted any Equity Shares and Preference Shares pursuant to
any scheme approved under Sections 391 to 394 of the Companies Act, 1956 or Sections 230 to 234 of the Companies
Act, 2013.
5. History of the share capital held by our Promoter
As on the date of this Red Herring Prospectus, our Promoter holds 281,430,000* Equity Shares of face value ₹ 10 each,
representing 95.26 % of the issued, subscribed and paid-up Equity Share capital of our Company.
97* Includes 50 Equity Shares of face value ₹ 10 each, each held by Mysore Ramachandrasetty Jaishankar, Nirupa Shankar, Vineet Verma, Pradyumna
Krishnakumar, Suresh Yadwad and Pavitra Shankar wherein the beneficial interest on such Equity Shares is with BEL.
The details regarding our Promoter’s shareholding are set forth in the table below.
(a) Build-up of the equity shareholding of our Promoter in our Company
The details regarding the build-up of the Equity shareholding of our Promoter in our Company is set forth in the table
below:
Date of Number of Nature of transaction Nature of Face value Issue price/ Percentage Percentage
allotment/ Equity Shares consideration per Equity transfer price of the pre- of the post-
transfer Share (₹) per Equity Issue Equity Issue Equity
Share (₹) Share Share
capital (%) capital (%)
August 24, 2016 1,000,000^ Allotment pursuant to Cash 10 10 0.34 [●]
initial subscription to the
Memorandum of
Association
May 10, 2024 280,430,000 Conversion of OCRPS to NA 10 NA 94.92 [●]
Equity Shares^^
Total 281,430,000 95.26 [●]
^ Includes 50 Equity Shares of face value ₹ 10 each, each held by Mysore Ramachandrasetty Jaishankar, Nirupa Shankar, Vineet Verma, Pradyumna
Krishnakumar, Suresh Yadwad and Pavitra Shankar wherein the beneficial interest on such Equity Shares is with BEL.
^^ Pursuant to the Scheme of Arrangement, the Company issued 28,043,000 Optionally Convertible Redeemable Preference Shares of face value of
₹ 100 each (“OCRPS”) of the Company against the transfer of hotel business undertaking of BEL. With effect from May 10, 2024, pursuant to the
option exercised by BEL, the holder of the OCRPS, and approval of the Board of Directors of the Company, 28,043,000 OCRPS have been converted
to 280,430,000 equity shares of the Company of ₹ 10 each at a ratio of 1:10 (i.e., 10 Equity Shares issued for every 1 OCRPS held by BEL). For
details of the technical issues in relation to filing Forms SH-7 and the ratification of the abovementioned allotment, see “Risk Factor – 29. There may
be delays in completing certain of our statutory and regulatory filings. We cannot assure you that no actions, regulatory or otherwise, will be initiated
against our Company in the future in relation to such delays, which could adversely affect our financial condition, results of operations and
reputation” on page 53.
All the Equity Shares held by our Promoter were fully paid-up on the respective dates of allotment/ acquisition of such
Equity Shares. As on the date of this Red Herring Prospectus, none of the Equity Shares held by our Promoter are
pledged.
All Equity Shares held by our Promoter are in dematerialized form, as on the date of this Red Herring Prospectus.
(b) Build-up of the Preference shareholding of our Promoter in our Company
As on the date of this Red Herring Prospectus, our Promoter does not hold any outstanding Preference Shares.
6. Details of lock-in:
a) Details of Promoter contribution and lock-in
(i) In accordance with Regulation 14 and Regulation 16(1) of the SEBI ICDR Regulations, an aggregate of 20%
of the post-Issue Equity Share capital of our Company held by our Promoter, shall be locked in for a period of
three years, or such other period as prescribed under the SEBI ICDR Regulations, from the date of Allotment
as minimum Promoter’s contribution and the shareholding of our Promoter in excess of 20% of the post-Issue
Equity Share capital shall be locked in for a period of one year from the date of Allotment.
(ii) The details of the Equity Shares held by our Promoter, which shall be locked-in for a period of three years from
the date of Allotment as minimum Promoter’s contribution are set forth in the table below:
Name of Number of Date of Nature of Face value Issue/ Percentage Percentage Date up to
Promoter Equity allotment transaction per Equity acquisition of the pre- of the post- which
Shares /transfer of Share (₹) price per Issue paid- Issue paid- Equity
locked- Equity Equity up Equity up Equity Shares are
in(1)(2) Shares and Share (₹) Share Share subject to
when made capital (%) capital (%)* lock-in
fully paid-
up
BEL [●] [●] [●] [●] [●] [●] [●] [●]
Total [●] [●] [●] [●] [●] [●] [●] [●]
*Subject to finalisation of the Basis of Allotment.
Note: To be updated in the Prospectus
(1) For a period of 3 years from the date of Allotment.
(2) All Equity Shares were fully paid-up at the time of allotment/acquisition.
(iii) Our Promoter has given consent for inclusion of such number of Equity Shares held by it as part of the
98Promoter’s contribution, subject to lock-in requirements as specified under Regulation 14 of the SEBI ICDR
Regulations. Our Promoter had agreed not to dispose, sell, charge, transfer, create any pledge, lien or otherwise
encumber in any manner, the Promoter’s contribution from the date of filing the Draft Red Herring Prospectus,
until the expiry of the lock-in specified above, or for such other time as required under the SEBI ICDR
Regulations, except as may be permitted, in accordance with the SEBI ICDR Regulations.
(iv) Our Company undertakes that the Equity Shares that are being locked-in are not ineligible for computation of
minimum Promoter’s contribution in terms of Regulation 15 of the SEBI ICDR Regulations. For details of the
build-up of the share capital held by our Promoter, see “- History of the share capital held by our Promoter”
on page 97.
In this connection, we confirm the following:
a. the Equity Shares offered as a part of the minimum Promoter’s contribution do not include Equity
Shares acquired in the three immediately preceding years (a) for consideration other than cash and
revaluation of assets or capitalisation of intangible assets was involved in such transaction; or (b)
resulting from bonus issue by utilisation of revaluation reserves or unrealised profits of our Company
or resulted from bonus issue against Equity Shares which are otherwise ineligible for computation
of minimum Promoter’s contribution.
b. our minimum Promoter’s contribution does not include any Equity Shares acquired during the
immediately preceding one year at a price lower than the price at which the Equity Shares are being
offered to the public in the Issue.
c. as on the date of this Red Herring Prospectus, Equity Shares held by our Promoter and offered for
minimum Promoter’s contribution are not subject to pledge or any other encumbrance.
Further, our Company has not been formed by conversion of a partnership firm or a limited liability partnership
firm into a company and hence, no Equity Shares have been issued in the one year immediately preceding the
date of this Red Herring Prospectus pursuant to conversion from a partnership firm or limited liability partnership.
Pursuant to the SEBI ICDR Regulations, the price per share for determining securities ineligible for Promoters’
Contribution, shall be determined, after adjusting the same for corporate actions such as share split, bonus issue,
etc. undertaken by our Company, as applicable.
b) Details of Equity Shares locked-in for six months
In accordance with Regulation 17 of the SEBI ICDR Regulations, the entire pre-Issue Equity Share capital of our
Company, will be locked-in for a period of six months from the date of Allotment except for (i) the Promoters’
Contribution which shall be locked for a period of three years as detailed above; (ii) the shareholding of the
Promoter in excess of Promoters’ Contribution which shall be locked in for a period of one year; and (iii) any
Equity Shares held by a VCF or Category I AIF or Category II AIF or foreign venture capital investors (as defined
under the SEBI (Foreign Venture Capital Investor) Regulations, 2009) (“FVCI”), as applicable, provided that (a)
such Equity Shares shall be locked in for a period of at least six months prescribed under the SEBI ICDR
Regulations from the date of purchase by VCF or Category I AIF or Category II AIF or FCVI, and (b) such VCF
or AIF of category I or category II or a FVCI holds, individually or with persons acting in concert, less than 20%
of pre-Offer Equity Share capital of the Company (on a fully diluted basis). Except the allottees to the Pre-IPO
Placement, namely, to 360 ONE Special Opportunities Fund – Series 9, 360 ONE Special Opportunities Fund –
Series 10, 360 ONE Special Opportunities Fund – Series 11, 360 ONE Special Opportunities Fund – Series 12,
360 ONE Special Opportunities Fund – Series 13 and 360 ONE Large Value Fund – Series 2, which are Category
II AIFs, as on the date of this Red Herring Prospectus, none of our Equity Shares are held by any VCF or
Category I AIF or Category II AIF or FVCI. Accordingly, the Equity Shares of allotees of the Pre-IPO Placement
shall be locked-in for a period of six months from the date of purchase of such Equity Shares.
Lock-in of Equity Shares allotted to Anchor Investors
(i) There shall be a lock-in of 90 days on 50% of the Equity Shares Allotted to the Anchor Investors from the date
of Allotment, and lock-in of 30 days on the remaining 50% of the Equity Shares Allotted to the Anchor Investors
from the date of Allotment.
c) Other lock-in requirements
(i) As required under Regulation 20 of the SEBI ICDR Regulations, our Company shall ensure that the details of the
Equity Shares locked-in are recorded by the relevant Depository.
(ii) The Equity Shares held by the Promoter which are locked-in for a period of three years from the date of Allotment
99may be pledged only with scheduled commercial banks or public financial institutions or a NBFC-ND-SI or
housing finance companies, as collateral security for loans granted by such banks or public financial institutions
or NBFC-ND-SI or housing finance companies in terms of Regulation 21 of the SEBI ICDR Regulations,
provided that such loans have been granted for the purpose of financing one or more of the objects of the Issue
and pledge of Equity Shares is a term of sanction of such loans. The Equity Shares held by the Promoter which
are locked-in for a period of one year from the date of allotment may be pledged only with scheduled commercial
banks or public financial institutions or a NBFC-ND-SI or housing finance companies, as collateral security for
loans granted by such banks or public financial institutions or NBFC-ND-SI or housing finance companies in
terms of Regulation 21 of the SEBI ICDR Regulations, provided that the pledge of Equity Shares is a term of
sanction of such loans. However, the relevant lock-in period shall continue post the invocation of the pledge
referenced above, and the relevant transferee shall not be eligible to transfer to the Equity Shares till the relevant
lock-in period has expired in terms of the SEBI ICDR Regulations.
(iii) In terms of Regulation 22 of the SEBI ICDR Regulations, Equity Shares held by our Promoter and locked-in as
per Regulation 16 of the SEBI ICDR Regulations, may be transferred to and among our members of our Promoter
Group or a new promoter or persons in control of our Company, subject to continuation of lock-in in the hands
of the transferee for the remaining period and compliance with the Takeover Regulations, as applicable, and such
transferee shall not be eligible to transfer them till the lock-in period stipulated in the SEBI ICDR Regulations
has expired.
(iv) The Equity Shares held by any person other than our Promoter and locked-in for a period of six months from the
date of Allotment in the Issue as per Regulation 17 of the SEBI ICDR Regulations, may be transferred to any
other person holding the Equity Shares which are locked-in, subject to continuation of the lock-in in the hands of
transferees for the remaining period and compliance with the Takeover Regulations, as applicable. As on date of
this Red Herring Prospectus, our Company does not have an employee stock option scheme, employee stock
purchase scheme or a stock appreciation right scheme.
Details of Equity Shares held by our Promoter, directors of our Promoter, members of our Promoter Group,
Directors, Key Managerial Personnel and Senior Management Personnel
(i) Set out below are the details of the Equity Shares held by our Promoter in our Company.
Sr. No. Name of Shareholder Number of Equity Percentage of the pre- Percentage of the
Shares Issue Equity Share post-Issue Equity
capital (%) Share capital (%)
1. BEL 281,430,000* 95.26 [●]
Total 281,430,000 95.26 [●]
* Includes 50 Equity Shares of face value ₹ 10 each, each held by Mysore Ramachandrasetty Jaishankar, Nirupa Shankar, Vineet Verma,
Pradyumna Krishnakumar, Suresh Yadwad and Pavitra Shankar wherein the beneficial interest on such equity shares is with BEL.
None of the members of our Promoter Group hold any Equity Shares in our Company.
(ii) Set out below are details of the Equity Shares held by the directors of BEL in our Company:
Sr. No. Name of shareholder Number of Equity Percentage of the pre- Percentage of the
Shares Issue Equity Share post-Issue Equity
capital (%) Share capital (%)
1. Nirupa Shankar^ 50^ Negligible [●]
2. Mysore Ramachandrasetty 50^ Negligible [●]
Jaishankar
3. Pradyumna Krishnakumar^ 50^ Negligible [●]
4. Pavitra Shankar^ 50^ Negligible [●]
Total 300 Negligible [●]
^ Beneficial interest on such Equity Shares is with BEL.
(iii) Set out below are details of the Equity Shares held by the Directors, Key Managerial Personnel and Senior
Management Personnel of our Company:
Sr. No. Name of shareholder Number of equity Percentage of the pre- Percentage of the
shares Issue Equity Share post-Issue Equity
capital (%) Share capital (%)
Directors
1. Nirupa Shankar, Managing 50^ Negligible [●]
Director^
2. Vineet Verma, Non-Executive 50^ Negligible [●]
and Non-Independent Director^
Total 100 Negligible [●]
^ Beneficial interest on such Equity Shares is with BEL.
100None of the Senior Management Personnel of our Company hold any Equity Shares in our Company
For further details, see “Our Management” beginning on page 232.
7. As of the date of the filing of this Red Herring Prospectus, the total number of our Shareholders is 13 (which includes
six shareholders each holding 50 Equity Shares of face value ₹ 10 each, on behalf of BEL).
1018. Shareholding pattern of our Company
The table below presents the shareholding pattern of our Company as on the date of this Red Herring Prospectus:
Categor Category Number Number of Numbe Number Total Shareholdi Number of voting rights held in Number Shareholding Number of Number of Number of
y of of fully paid-up r of of shares number of ng as a % each class of securities of shares , as a % locked in shares pledged Equity
(I) Shareholde Sharehol Equity Shares partly underlyi shares held of total (IX) underlyinassuming full shares or otherwise Shares held
r ders (III) held paid-up ng (VII) number of g conversion of (XII) encumbered in
(II) (IV) Equity deposito =(IV)+(V)+ shares outstandi convertible (XIII) dematerialise
Shares ry (VI) (calculated Number of voting Total as a % ng securities (as Numbe As a Numbe As a d form
held receipts as per rights of (A+B+ C) convertibl a percentage r (a) % of r (a) % of (XIV)
(V) (VI) SCRR, Class: Equity Tota e of diluted total total
1957) Shares l securities share share shares
(VIII) As a (including capital) s held held
% of warrants) (XI)= (b) (b) on
(A+B+C2) (X) (VII)+(X) As a fully
a % of dilute
(A+B+C2) d
basis
(A) Promoter 7 281,430,000 - - 281,430,000 95.26 281,430,000 - 281,430,000 - - - - - - 281,430,000
and
Promoter
Group
(B) Public 6 14,000,000 - - 14,000,000- 4.74 14,000,000- - 14,000,000 - - - - - - 14,000,000
I Non - - - - - - - - - - - - - - - -
Promoter-
Non Public
(C1) Shares - - - - - - - - - - - - - - - -
underlying
depository
receipts
(C2) Shares - - - - - - - - - - - - - - - -
held by
employee
trusts
Total 13* 295,430,000* - - 295,430,000* 100.00 295,430,000* - 295,430,000* - - - - - - 295,430,000*
* Our Company has 13 shareholders, out which six shareholders, namely, Mysore Ramachandrasetty Jaishankar, Nirupa Shankar, Vineet Verma, Pradyumna Krishnakumar, Suresh Yadwad and Pavitra Shankar each hold 50 Equity
Shares of face value ₹ 10 each on behalf of BEL, wherein the beneficial interest on such Equity Shares is with BEL and in total our Promoter holds 281,430,000 Equity Shares of face value ₹ 10 each. However, the aforementioned
individuals are neither Promoters nor members of the Promoter Group. For further details, see – “Details of Equity Shares held by our Promoter, directors of our Promoter, members of our Promoter Group, Directors, Key
Managerial Personnel and Senior Management Personnel” on page 100.
.
1029. Details of equity shareholding of the major Shareholders of our Company:
a) The Shareholders holding 1% or more of the issued and paid-up Equity Share capital of the Company and the
number of Equity Shares held by them as on the date of this Red Herring Prospectus are set forth in the table below:
Sr. Name of the Shareholder Number of Percentage of the pre- Percentage of the
No. Equity Issue Equity Share post- Issue Equity
Shares capital (%)* Share capital (%)
1. BEL 281,430,000^ 95.26 [●]
2. 360 ONE Special Opportunities Fund – Series 9 4,444,444 1.50 [●]
3. 360 ONE Special Opportunities Fund – Series 12 4,000,000 1.35 [●]
Total 289,874,444^ 98.11 [●]
* Based on the beneficiary position statement
^Includes 50 Equity Shares of face value ₹ 10 each, each held by Mysore Ramachandrasetty Jaishankar, Nirupa Shankar, Vineet Verma,
Pradyumna Krishnakumar, Suresh Yadwad and Pavitra Shankar wherein the beneficial interest on such Equity Shares is with BEL.
b) The Shareholders who held 1% or more of the issued and paid-up Equity Share capital the Company and the number
of Equity Shares held by them 10 days prior to the date of this Red Herring Prospectus are set forth in the table
below:
Sr. Name of the Shareholder Number of Percentage of the Percentage of the
No. Equity Shares pre- Issue Equity post- Issue Equity
Share capital (%)* Share capital (%)
1. BEL 281,430,000^ 95.26 [●]
2. 360 ONE Special Opportunities Fund – Series 9 4,444,444 1.50 [●]
3. 360 ONE Special Opportunities Fund – Series 12 4,000,000 1.35 [●]
Total 289,874,444^ 98.11 [●]
* Based on the beneficiary position statement
^ Includes 50 Equity Shares of face value ₹ 10 each, each held by Mysore Ramachandrasetty Jaishankar, Nirupa Shankar, Vineet Verma,
Pradyumna Krishnakumar, Suresh Yadwad and Pavitra Shankar wherein the beneficial interest on such Equity Shares is with BEL.
c) The Shareholders who held 1% or more of the issued and paid-up equity share capital of our Company and the
number of equity shares held by them one year prior to the date of this Red Herring Prospectus are set forth in the
table below:
Sr. Name of the Shareholder Number of Equity Shares Percentage of the pre- Percentage of the
No. Issue Equity Share post-Issue Equity
capital (%)* Share (%)
1. BEL 281,430,000^& 100.00 [●]
Total 281,430,000^ 100.00 [●]
* Based on the beneficiary position statement
^ Includes 50 Equity Shares of face value ₹ 10 each, each held by Mysore Ramachandrasetty Jaishankar, Nirupa Shankar, Vineet Verma,
Pradyumna Krishnakumar, Suresh Yadwad and Pavitra Shankar wherein the beneficial interest on such Equity Shares is with BEL
& Pursuant to the Scheme of Arrangement, the Company issued 28,043,000 Optionally Convertible Redeemable Preference Shares of face
value of ₹ 100 each (“OCRPS”) of the Company against the transfer of hotel business undertaking of BEL. With effect from May 10, 2024,
pursuant to the option exercised by BEL, the holder of the OCRPS, and approval of the Board of Directors of the Company, 28,043,000 OCRPS
have been converted to 280,430,000 equity shares of the Company of ₹ 10 each at a ratio of 1:10 (i.e., 10 Equity Shares issued for every 1
OCRPS held by BEL). For details of the technical issues in relation to filing Forms SH-7 and the ratification of the abovementioned allotment,
see “Risk Factor – 29. There may be delays in completing certain of our statutory and regulatory filings. We cannot assure you that no actions,
regulatory or otherwise, will be initiated against our Company in the future in relation to such delays, which could adversely affect our
financial condition, results of operations and reputation” on page 53.
d) The Shareholders who held 1% or more of the issued and paid-up equity share capital of the Company and the
number of equity shares held by them two years prior to the date of this Red Herring Prospectus are set forth in the
table below:
Sr. Name of the Number of Number of Number of Equity Percentage of the Percentage of the
No. Shareholder Equity Preference Shares assuming pre- Issue Equity post-Issue Equity
Shares Shares conversion of Share capital (%)* Share capital (%)
Preference Shares
1. BEL 1,000,000^ 28,043,000 281,430,000 100.00 [●]
Total 1,000,000^ 28,043,000 281,430,000 100.00 [●]
* Based on the beneficiary position statement
^ Includes 50 Equity Shares of face value ₹ 10 each, each held by Mysore Ramachandrasetty Jaishankar, Nirupa Shankar, Vineet Verma,
Pradyumna Krishnakumar, Suresh Yadwad and Pavitra Shankar wherein the beneficial interest on such Equity Shares is with BEL.
10. Employee stock options schemes of our Company
As on the date of this Red Herring Prospectus, our Company does not have any employee stock option schemes.
11. As on the date of this Red Herring Prospectus, the BRLMs and their respective associates (as defined in the SEBI
Merchant Bankers Regulations) do not hold any Equity Shares of our Company. The BRLMs and their respective
103associates and affiliates in their capacity as principals or agents may engage in transactions with, and perform services
for, our Company and its respective directors and officers, partners, trustees, affiliates, associates or third parties in the
ordinary course of business and have engaged, or may in the future engage, in commercial banking and investment
banking transactions with our Company and each of its respective directors and officers, partners, trustees, affiliates,
associates or third parties, for which they have received, and may in the future receive, compensation.
12. The BRLMs are not associates of our Company as required by Regulation 21A of the Securities and Exchange Board of
India (Merchant Bankers) Regulations, 1992.
13. As on the date of this Red Herring Prospectus, neither the (i) BRLMs or any associate of the BRLMs (other than mutual
funds sponsored entities which are associates of the BRLMs or insurance companies promoted by entities which are
associates of the BRLMs or AIFs sponsored by the entities which are associates of the BRLMs or FPI other than
individuals, corporate bodies, and family offices which are associates of the BRLMs, or pension fund sponsored by the
entities which are associates of the BRLMs); nor (ii) any person related to the Promoter or Promoter Groups can apply
under the Anchor Investor portion.
14. There are no partly paid-up Equity Shares as on the date of this Red Herring Prospectus and all Equity Shares issued
pursuant to the Issue will be fully paid up at the time of Allotment.
15. Except as disclosed under “Notes to the Capital Structure – Share Capital History of our Company – Equity share
capital” and “- History of the share capital held by our Promoter” on pages 95 and 97, respectively, none of our
Promoter, members of our Promoter Group, directors of our Promoter, our Directors and their respective relatives have
purchased or sold any securities of our Company during the period of six months immediately preceding the date of this
Red Herring Prospectus.
16. Our Company, our Directors and the BRLMs have not made any or entered into any buy-back arrangements for purchase
of Equity Shares being offered through the Issue.
17. Except for the Pre-IPO Placement that has been undertaken by our Company and the issue of Equity Shares that will be
pursuant to the Issue, there has been and will be no further issue of Equity Shares whether by way of issue of bonus
shares, rights issue, preferential issue or any other manner during the period commencing from the date of filing of the
Draft Red Herring Prospectus until the listing of the Equity Shares on the Stock Exchanges pursuant to the Issue or all
application moneys have been refunded to the Anchor Investors, or the application moneys are unblocked in the ASBA
Accounts on account of non-listing, under-subscription etc., as the case may be in the event there is a failure of the Issue.
18. Except for the allotment of Equity Shares pursuant to Issue, our Company presently does not intend or propose and is
not under negotiations or considerations to alter its capital structure for a period of six months from the Bid/ Issue
Opening Date, by way of split or consolidation of the denomination of Equity Shares or further issue of Equity Shares
(including issue of securities convertible into or exchangeable, directly or indirectly for Equity Shares) whether on a
preferential basis or by way of issue of bonus shares or on a rights basis or by way of further public issue of Equity
Shares or qualified institutions placements or otherwise.
19. At any given time, there shall be only one denomination for the Equity Shares.
20. There are no outstanding convertible securities or any warrant, option or right to convert a debenture, loan or other
instrument which would entitle any person any option to receive Equity Shares, as on the date of this Red Herring
Prospectus.
21. No person connected with the Issue, including, but not limited to the BRLMs, the Syndicate Members, our Company,
the Promoter, our Directors, or the members of the Promoter Group or Group Companies, shall Issue or make payment
of any incentive, direct or indirect, in the nature of discount, commission and allowance, except for fees or commission
for services rendered in relation to the Issue, in any manner, whether in cash or kind or services or otherwise, to any
Bidder for making a Bid.
22. There have been no financing arrangements whereby our Promoter, members of the Promoter Group, our Directors,
directors of our Promoter and their respective relatives have financed the purchase by any other person of securities of
our Company other than in the normal course of the business of the financing entity, during a period of six months
immediately preceding the date of this Red Herring Prospectus.
23. Our Company shall ensure that transactions in the Equity Shares by our Promoter and the members of the Promoter
Group between the date of filing of this Red Herring Prospectus and the date of closure of the Issue shall be intimated
to the Stock Exchanges within 24 hours of such transaction.
24. Our Promoter and members of the Promoter Group shall not participate in the Issue.
25. Our Company has reported the details of the Pre-IPO Placement to the Stock Exchanges within 24 hours of the Pre-IPO
Placement.
104OBJECTS OF THE ISSUE
The Issue comprises of a Fresh Issue of Equity Shares. For details, see “Summary of the Issue Document – Issue size” and “The
Issue” on pages 20 and 81 respectively. Our Company, in consultation with the Book Running Lead Managers, undertook the
Pre-IPO Placement, as permitted under applicable law, aggregating up to ₹1,260.00 million. The amount raised pursuant to the
Pre-IPO Placement was reduced from the Issue, subject to compliance with Rule 19(2)(b) of the SCRR and the revised Issue
size aggregates up to ₹ 7,596.00 million.
Objects of the Issue
Our Company proposes to utilise the Net Proceeds from the Issue towards the following objects:
1. Repayment/ prepayment, in full or in part, of certain outstanding borrowings availed by our:
(i) Company; and
(ii) Material Subsidiary, namely, SRP Prosperita Hotel Ventures Limited;
2. Payment of consideration for buying of Undivided Share of Land from our Promoter, BEL; and
3. Pursuing inorganic growth through unidentified acquisitions and other strategic initiatives and general corporate
purposes.
(collectively, referred to herein as the “Objects”).
Further, our Company expects to receive the benefits of listing of the Equity Shares on the Stock Exchanges, including the
enhancement of our brand image among our existing and potential customers and creation of a public market for the Equity
Shares in India.
The main objects clause and the objects incidental and ancillary to the main objects clause set out in the Memorandum of
Association enables us to (i) undertake our existing business activities; (ii) undertake the activities for which the funds are being
raised by us in the Issue and are proposed to be funded from the Net Proceeds; and (iii) undertake the activities for which the
borrowings proposed to be repaid/ prepaid from the Net Proceeds were utilised.
Net Proceeds
The details of the proceeds from the Issue are summarised in the following table:
(in ₹ million)
Particulars Estimated amount
Gross Proceeds of the Issue(1) 7,596.00
(Less) Expenses in relation to the Issue(2)(3)(4) ([●])
Net Proceeds(2) [●]
(1) Our Company, in consultation with the Book Running Lead Managers, undertook the Pre-IPO Placement, as permitted under applicable law,
aggregating to ₹1,260.00 million. The Pre-IPO Placement was at a price decided by our Company, in consultation with the Book Running Lead
Managers and was completed prior the filing of this Red Herring Prospectus with the RoC. The amount raised pursuant to the Pre-IPO Placement was
reduced from the Issue, subject to compliance with Rule 19(2)(b) of the SCRR and the revised Issue size aggregates up to ₹ 7,596.00 million. The Pre-
IPO Placement did not exceed 20% of the size of the Issue. Our Company has appropriately intimated the subscribers to the Pre-IPO Placement, prior
to the allotment pursuant to the Pre-IPO Placement, that there is no guarantee that our Company may proceed with the Issue or the Issue may be
successful and will result into listing of the Equity Shares on the Stock Exchanges. Further, relevant disclosures in relation to such intimation to the
subscribers to the Pre-IPO Placement have been appropriately made in the relevant sections of this Red Herring Prospectus and shall be made in the
relevant section of the Prospectus.
(2) The aggregate proceeds of the Pre-IPO Placement and the Issue is ₹ 8,856.00 million and the Issue expenses apportioned to our Company (including
the expenses for the Pre-IPO Placement) is ₹ [●] million. Accordingly, the aggregate of the Net Proceeds and the proceeds of the Pre-IPO Placement
is ₹[●] million. For details with respect to the fees and expenses related to the Issue, please refer to “-Issue related expenses” on page 120. The
proceeds from the Pre-IPO Placement (excluding the expenses for the Pre-IPO Placement) aggregating to ₹[●] shall be utilised towards general
corporate purposes.
(3) To be finalised upon determination of the Issue Price and updated in the Prospectus prior to filing with the RoC.
(4) For details see “- Issue related expenses” below on page 120.
Requirement of funds and utilisation of Net Proceeds and the proceeds from the Pre-IPO Placement
The Net Proceeds and the proceeds from the Pre-IPO Placement are proposed to be utilised in the following manner:
(in ₹ million)
Sr. Particulars Estimated amount from Net
No. Proceeds and the Pre-IPO
Placement(1)^ (in ₹ million)
1. Repayment/ prepayment, in full or in part, of certain outstanding borrowings availed by our: 4,681.40
(i) Company; 4,136.90
(ii) Material Subsidiary, namely, SRP Prosperita Hotel Ventures Limited; 544.50
2. Payment of consideration for buying of Undivided Share of Land from our Promoter, BEL 1,075.19
105Sr. Particulars Estimated amount from Net
No. Proceeds and the Pre-IPO
Placement(1)^ (in ₹ million)
3. Pursuing inorganic growth through unidentified acquisitions and other strategic initiatives and general [●]
corporate purposes(1)(2)
Total*^ [●]
* To be finalised upon determination of the Issue Price and updated in the Prospectus prior to filing with the RoC.
^ Our Company, in consultation with the Book Running Lead Managers, undertook the Pre-IPO Placement, as permitted under applicable law, aggregating
to ₹1,260.00 million. The Pre-IPO Placement was at a price decided by our Company, in consultation with the Book Running Lead Managers and was
completed prior to the filing of this Red Herring Prospectus. The amount raised pursuant to the Pre-IPO Placement was reduced from the Issue, subject
to compliance with Rule 19(2)(b) of the SCRR and the revised Issue size aggregates up to ₹ 7,596.00 million. The Pre-IPO Placement did not exceed 20%
of the size of the Issue. Our Company has appropriately intimated the subscribers to the Pre-IPO Placement, prior to the allotment pursuant to the Pre-
IPO Placement, that there is no guarantee that our Company may proceed with the Issue or the Issue may be successful and will result into listing of the
Equity Shares on the Stock Exchanges. Further, relevant disclosures in relation to such intimation to the subscribers to the Pre-IPO Placement have been
appropriately made in the relevant sections of this Red Herring Prospectus and shall be made in the relevant sections of the Prospectus.
(1) The cumulative amount to be utilized towards general corporate purposes (including amount of Pre-IPO Placement) and unidentified inorganic
acquisitions shall not exceed 35% of the Gross Proceeds, whereby, the total amount to be utilized towards unidentified inorganic acquisitions shall be at
least ₹ 900.00 million. The amount to be utilized towards general corporate purpose (including amount of Pre-IPO Placement) shall not exceed 25% of
the Gross Proceeds.
(2) The aggregate proceeds of the Pre-IPO Placement and the Issue is ₹ 8,856.00 million and the Issue expenses apportioned to our Company (including the
expenses for the Pre-IPO Placement) is ₹ [●] million. Accordingly, the aggregate of the Net Proceeds and the proceeds of the Pre-IPO Placement is ₹[●]
million. For details with respect to the fees and expenses related to the Issue, please refer to “-Issue related expenses” on page 120. The proceeds from
the Pre-IPO Placement (excluding the expenses for the Pre-IPO Placement) aggregating to ₹[●] million shall be utilised towards general corporate
purposes.
Proposed schedule of implementation and deployment of Net Proceeds and the proceeds from the Pre-IPO Placement
We propose to deploy the Net Proceeds and the proceeds from the Pre-IPO Placement towards the Objects in accordance with
the estimated schedule of implementation and deployment of funds set forth in the table below:
(in ₹ million)
Particulars Estimated amount Estimated utilisation of the Net Proceeds
proposed to be funded and the proceeds from the Pre-IPO
from the Net Proceeds Placement
and the Pre-IPO Fiscal 2026 Fiscal 2027
Placement(1)(2)^
Repayment/ prepayment, in full or in part, of certain outstanding 4,681.40 4,681.40 -
borrowings availed by our:
(i) Company; 4,136.90 4,136.90 -
(ii) Materiality Subsidiary, namely, SRP Prosperita Hotel 544.50 544.50 -
Ventures Limited;
Payment of consideration for buying of Undivided Share of Land 1,075.19 1,075.19 -
from our Promoter, BEL
Pursuing inorganic growth through unidentified acquisitions and [●] [●] [●]
other strategic initiatives and general corporate purposes(1)(2)
Total* [●] [●] [●]
* To be finalised upon determination of the Issue Price and updated in the Prospectus prior to filing with the RoC.
^ Our Company, in consultation with the Book Running Lead Managers, undertook the Pre-IPO Placement, as permitted under applicable law, aggregating
to ₹1,260.00 million. The Pre-IPO Placement was at a price decided by our Company, in consultation with the Book Running Lead Managers and was
completed prior to the filing of this Red Herring Prospectus. The amount raised pursuant to the Pre-IPO Placement was reduced from the Issue, subject
to compliance with Rule 19(2)(b) of the SCRR and the revised Issue size aggregates up to ₹ 7,596.00 million. The Pre-IPO Placement did not exceed 20%
of the size of the Issue. Our Company has appropriately intimated the subscribers to the Pre-IPO Placement, prior to the allotment pursuant to the Pre-
IPO Placement, that there is no guarantee that our Company may proceed with the Issue or the Issue may be successful and will result into listing of the
Equity Shares on the Stock Exchanges. Further, relevant disclosures in relation to such intimation to the subscribers to the Pre-IPO Placement have been
appropriately made in the relevant sections of this Red Herring Prospectus and shall be made in the Prospectus.
(1) The cumulative amount to be utilized towards general corporate purposes (including amount of Pre-IPO Placement) and unidentified inorganic
acquisitions shall not exceed 35% of the Gross Proceeds, whereby, the total amount to be utilized towards unidentified inorganic acquisitions shall be
at least ₹ 900.00 million. The amount to be utilized towards general corporate purpose (including amount of Pre-IPO Placement) shall not exceed
25% of the Gross Proceeds.
(2) The aggregate proceeds of the Pre-IPO Placement and the Issue is ₹ 8,856.00 million and the Issue expenses apportioned to our Company (including
the expenses for the Pre-IPO Placement) is ₹ [●] million. Accordingly, the aggregate of the Net Proceeds and the proceeds of the Pre-IPO Placement
is ₹[●] million. For details with respect to the fees and expenses related to the Issue, please refer to “-Issue related expenses” on page 120. The
proceeds from the Pre-IPO Placement (excluding the expenses for the Pre-IPO Placement) aggregating to ₹[●] shall be utilised towards general
corporate purposes.
The fund requirements, the deployment of funds and the intended use of the Net Proceeds as described herein are based on our
current business plan, management estimates, prevailing market conditions and other external commercial and technical factors.
However, such fund requirements and deployment of funds have not been appraised by any bank, or financial institution or any
other independent agency. Please see, “Risk Factors – 27. Our funding requirements and proposed deployment of the Net
Proceeds are based on management estimates, and we have not entered into any definitive arrangements to utilize certain
portions of the Net Proceeds of the Issue” on page 53. We may have to revise our funding requirements and deployment on
account of a variety of factors such as our financial and market condition, our management’s estimates of economic trends and
business requirements, business and strategy, competition and other external factors such as changes in the business
environment and interest or exchange rate fluctuations, which may not be within the control of our management. This may
entail rescheduling or revising the planned expenditure and funding requirements, including the expenditure for a particular
106purpose at the discretion of our management, subject to compliance with applicable laws.
Further, in case of variations in the actual utilisation of funds earmarked for the purposes set forth above, increased fund
requirements for a particular purpose may be financed by surplus funds, if any, available in respect of the other purposes for
which funds are being raised in the Issue, subject to compliance with applicable law. In the event that the estimated utilization
of the Net Proceeds in a scheduled fiscal year is not completely met, due to the reasons stated above, the same shall be utilised
in the next fiscal year, as may be determined by our Company, in accordance with applicable laws. In the event that our
Company is unable to utilise the entire amount that our Company has currently estimated for use out of Net Proceeds in a Fiscal,
our Company will utilise such unutilised amount in the next Fiscal, subject to compliance with applicable law. Our Statutory
Auditors have provided no assurance or services related to any prospective financial information.
Details of the Objects
1. Repayment/ prepayment, in full or in part, of certain outstanding borrowings availed by our Company and our
Material Subsidiary, namely, SRP Prosperita Hotel Ventures Limited
Our Company and our Material Subsidiary have entered into various financial arrangements with banks and financial
institutions. The loan facilities entered into by our Company and our Material Subsidiary includes borrowing in the form
of, inter alia, term loans and working capital facilities. For further details, see “Financial Indebtedness” beginning on page
347. As of May 31, 2025, we had total borrowings of ₹ 6,191.50 million on a consolidated basis. Further, for brief financial
highlights of our Material Subsidiary, see “History and Certain Corporate Matters – Our Subsidiary – Brief Financial
Information” on page 228.
We propose to utilise an estimated amount of ₹ 4,136.90 million and ₹ 544.50 million aggregating to ₹ 4,681.40 million
from the Net Proceeds towards repayment/ prepayment, in full or in part, of all or a portion of certain borrowings availed
by our Company and our Material Subsidiary, respectively, which constitutes 75.61 % of our total outstanding borrowings,
on a consolidated basis, as of May 31, 2025. We intend to utilise the entire amount earmarked for this object during Fiscal
2026 in relation to repayment / prepayment of certain outstanding borrowings of our Company and during Fiscal 2026 in
relation to repayment / prepayment of certain outstanding borrowings of our Material Subsidiary.
The repayment/ prepayment will help our Company and Material Subsidiary reduce outstanding indebtedness, assist us in
maintaining a favourable debt-equity ratio, reduce our interest outflow and enable utilisation of some additional amount
from our internal accruals for further investment in business growth and expansion. In addition, we believe that our debt-
equity ratio will improve, which will enable us to raise additional funds/ capital at competitive rates in the future to fund
potential business development opportunities and plans to grow and expand our business in the future. Given the nature of
these borrowings and the terms of repayment/ prepayment, the aggregate outstanding borrowing amounts may vary from
time to time. Further, the amounts outstanding under these borrowings as well as the sanctioned limits are dependent on
several factors and may vary with our business cycle with multiple intermediate repayments, drawdowns and enhancement
of sanctioned limits. Further, the aggregate amount to be utilised from the Net Proceeds towards repayment/ prepayment
of outstanding borrowings availed by our Company and our Material Subsidiary (including refinanced or additional
borrowings availed, if any, or otherwise), in part or in full, would not exceed ₹ 4,681.40 million.
The following table set forth details of certain borrowings availed by our Company and our Material Subsidiary, which are
outstanding as on May 31, 2025 out of which we may repay/ prepay, all or a portion of, any or all of the borrowings from
the Net Proceeds:
107Utilisation of loans by our Company
Sr. Name Name of Date of Nature of Amount Amount Amount Repayment Tenure Interes Purpose for Original Prepaymen Security
No of the the sanction borrowin sanctione of loan outstandin date/ t rate which the purpose of the t clause (if
. lender borrowe letter g d (₹ in drawn g as at May schedule as on loan was loan (in case any)
r million) down 31, 2025 (₹ May availed(1) subsequent
in million) 31, loans are for
2025 refinancing /
reimbursemen
t / takeover of
existing loans,
etc.)
1. Axis Brigade Sanction Term loan 650.00 612.13 516.01 33 un-equal 153 9.80% To part fund - Prepayment • Charge on the
Bank Hotel letter quarterly months the allowed development
Limite Ventures dated instalments construction with prior rights of land
d Limited January 3, post and intimation where the
2018 moratorium development and no
hotel is being
of 18 of the 168 penalty in
built.
quarters room hotel case prepaid
• Charge by
from the (under IBIS out of IPO
way of
date of first style) at GIFT proceeds
hypothecation
disbursemen City at
t Gujarat, on movable
including fixed assets of
reimbursemen our Company.
t of the • Charge on the
expenses leasehold
already rights.
incurred and • Shortfall
meeting
undertaking
transaction
from our
expenses
Promoter,
Brigade
Enterprises
Limited.
• Exclusive
charge on the
escrow
account of the
Company
with Axis
Bank Limited.
108Sr. Name Name of Date of Nature of Amount Amount Amount Repayment Tenure Interes Purpose for Original Prepaymen Security
No of the the sanction borrowin sanctione of loan outstandin date/ t rate which the purpose of the t clause (if
. lender borrowe letter g d (₹ in drawn g as at May schedule as on loan was loan (in case any)
r million) down 31, 2025 (₹ May availed(1) subsequent
in million) 31, loans are for
2025 refinancing /
reimbursemen
t / takeover of
existing loans,
etc.)
2. Axis Brigade Sanction Term loan 3,000.00 3,000.00 2,598.00 120 10 years 8.25% The facility Please refer to Prepayment • Equitable
Bank Hotel letter structured shall be note (2) allowed mortgage on
Limite Ventures dated monthly utilised for the with prior immovable
d Limited Septembe instalments following: intimation fixed assets of
r 26, 2023 commencing and no
our Company.
from the 1. To penalty in
• Charge by
date of first refinance case prepaid
way of
disbursemen terms loans, out of IPO
hypothecation
t including proceeds
on movable
ECLGS loans,
from other fixed assets of
lenders, our Company.
• Security
2. Transaction interest by
costs and way of
expenses and hypothecation
, assignment
3. General
of creation of
corporate
security in all
purpose.
rights, titles,
interest on
project
contracts,
letter of
credit, and
insurance
contracts of
the Company.
3. Axis Brigade Sanction Working 172.50 172.50 39.53 Principal to Five years, 9.15% To meet the - No • 100% credit
Bank Hotel letter capital be repaid in including liquidity prepayment guarantee by
Limite Ventures dated term loan 48 equal 12 months mismatch charges the National
d Limited January monthly of arising out of Credit
12, 2021 instalments moratoriu COVID-19
Guarantee
post
Trust
109Sr. Name Name of Date of Nature of Amount Amount Amount Repayment Tenure Interes Purpose for Original Prepaymen Security
No of the the sanction borrowin sanctione of loan outstandin date/ t rate which the purpose of the t clause (if
. lender borrowe letter g d (₹ in drawn g as at May schedule as on loan was loan (in case any)
r million) down 31, 2025 (₹ May availed(1) subsequent
in million) 31, loans are for
2025 refinancing /
reimbursemen
t / takeover of
existing loans,
etc.)
moratorium m Company
period of 12 Limited.
months • 2nd charge
over primary
and collateral
security for
the
Company’s
moveable and
immovable
assets.
4. Axis Brigade Sanction Working 172.50 172.50 111.41 Principal to Six years, 9.25% To improve - No • 100% credit
Bank Hotel letter capital be repaid in including the working prepayment guarantee by
Limite Ventures dated July term loan 48 equal 24 months capital charges the National
d Limited 29, 2021 monthly of liquidity and Credit
instalments moratoriu meet cash-
Guarantee
post m flow
Trust
moratorium mismatch
Company
period of 24 arising out of
Limited.
months COVID-19
• 2nd charge
over primary
and collateral
security for
the
Company’s
moveable and
immovable
assets.
5. Axis Brigade Sanction Working 800.00 Not 395.74 On demand Validity of 8.25%- For routine - No • Exclusive
Bank Hotel letter capital applicabl the limits 9.05% working prepayment charge on the
Limite Ventures dated overdraft e since till October capital charges entire fixed
d Limited October facility loan is in 15, 2025. purposes/ cash assets, both
the form flow
movables and
110Sr. Name Name of Date of Nature of Amount Amount Amount Repayment Tenure Interes Purpose for Original Prepaymen Security
No of the the sanction borrowin sanctione of loan outstandin date/ t rate which the purpose of the t clause (if
. lender borrowe letter g d (₹ in drawn g as at May schedule as on loan was loan (in case any)
r million) down 31, 2025 (₹ May availed(1) subsequent
in million) 31, loans are for
2025 refinancing /
reimbursemen
t / takeover of
existing loans,
etc.)
18, 2024 of mismatch immovable of
working present and
capital future.
overdraft • Exclusive
facility
charge on the
entire current
assets
including
adjusted
receivables of
the Property,
present and
future.
Exclusive
security
interest by
way of
hypothecation
, assignment
or creation of
security
interest on
certain items
in relation to
the Property
including
cash – flows
of the
Property
routed
through the
designated
account
111Sr. Name Name of Date of Nature of Amount Amount Amount Repayment Tenure Interes Purpose for Original Prepaymen Security
No of the the sanction borrowin sanctione of loan outstandin date/ t rate which the purpose of the t clause (if
. lender borrowe letter g d (₹ in drawn g as at May schedule as on loan was loan (in case any)
r million) down 31, 2025 (₹ May availed(1) subsequent
in million) 31, loans are for
2025 refinancing /
reimbursemen
t / takeover of
existing loans,
etc.)
Property above
refers to Grand
Mercure Hotel
(Mysuru) having
146 keys.
6. Axis Brigade Sanction Term loan 600.00 542.23 542.23 Loan shall 11 years, 9.95% The facility - Prepayment • Equitable
Bank Hotel letter be repaid in including a shall be allowed mortgage
Limite Ventures dated 32 quarterly moratoriu utilised for the with prior over the land
d Limited October instalments m of 3 following: notice and where the
10, 2022 after a years no penalty
hotel is being
moratorium 1. Towards in case
constructed.
of 3 years construction prepaid out
• Charge by
of 138 keys at of IPO
way of
Ibis Styles
hypothecation
hotel at
Mysuru, on movable
fixed assets of
2. Payment of our Company.
the upfront • Shortfall
fee, and undertaking
from Brigade
3. Transaction Enterprises
costs and
Limited.
expenses
• Exclusive
charge on the
escrow
account of the
Company
with Axis
Bank Limited.
Total 5,395.00 - 4,202.92
112For details on borrowings, see “Financial Indebtedness” on page 347.
(1) In accordance with Clause 9(A)(2)(b) of Part A of Schedule VI of the SEBI ICDR Regulations which requires a certificate from the statutory auditor certifying the utilization of loan for the purpose availed, our Company has obtained the
requisite certificates from our statutory auditors.
(2) The sanctioned amount as per original loans availed from Jammu & Kashmir Bank and HDFC Bank Limited was ₹ 3,578.00 million, however only ₹ 3,000.00 million loan was refinanced by Axis Bank. Original loans were availed from
Jammu & Kashmir Bank and HDFC Bank Limited for the following purposes: (i) Construction/Development of 4 Star Hotel “Four points by Sheraton” at Kochi Info Park Campus, Into Park, Kakkanad, Kochi - 682042, at estimated
project cost of ₹1,314.50 million. (The sanctioned amount for this purpose was ₹ 650.00 million, and the entire sanctioned amount was used for this purpose); (ii) To meet temporary liquidity mismatch to businesses badly hit due to
COVID19 pandemic and needing additional funding to meet operational liabilities built up, buy raw material and restart business. (The sanctioned amount for this purpose was ₹ 235.00 million, and the entire sanctioned amount was
used for this purpose); (iii) To provide assistance in shape of additional working capital term loan facility to all business enterprises / MSMEs in the hospitality, travel & tourism and leisure & sporting sectors that have been hit due to
COVID19 crisis and need additional funding to meet their operational liabilities and restart business. (The sanctioned amount for this purpose was ₹ 235.00 million, and the entire sanctioned amount was used for this purpose); (iv) To
part finance expenditure estimated at ₹ 210.10 million to be incurred on upgradation of the hotel known as “Holiday Inn Express & Suits” from existing Three Star to Four Star category, situated at 6/1, Sheshadri Road, Bangalore-
560009. (The sanctioned amount for this purpose was ₹ 160.00 million, and the entire sanctioned amount was used for this purpose); (v) Construction/Development of Three Star Hotel "Holiday Inn Express & Suites”, at 6/1, Sheshadri
Road, Bangalore- 560009 with project cost of ₹ 1,180.40 million. (The sanctioned amount for this purpose was ₹ 600.00 million, and the entire sanctioned amount was used for this purpose); (vi) To augment working capital requirement
to enable business unit to meet operating liabilities & restart / increase operations. (The sanctioned amount for this purpose was ₹ 823.00 million, and the entire sanctioned amount was used for this purpose); and (vii) towards capital
expenditure (The sanctioned amount for this purpose was ₹ 875.00 million, and the entire sanctioned amount was used for this purpose).
Utilisation of loans by our Material Subsidiary
Sr Name Name of Date of Natu Amount Amoun Amount Repayment Tenure Intere Purpose for Original Prepayme Security
. of the the sanction re of sanctio t of outstan date/ st rate which the loan purpose of nt clause
N lender borrowe letter / borr ned/ loan ding as schedule as at was availed(1) the loan (in (if any)
o. r facility owin availed drawn on May May case
agreeme g as on down 31, 2025 31, subsequent
nt March (₹ in 2025 loans are for
31, 2025 million) refinancing /
(₹ in reimburseme
million) nt / takeover
of existing
loans, etc.
1. ICICI SRP Credit Term 780.00 757.14 565.59 Monthly 1. Door to 8.15% Refinancing The original Prepayme • Exclusive charge by way of
Bank Prosperit arrange loan door existing loans loan was nt allowed equitable mortgage on
Limited a Hotel ment tenure and maintaining obtained from with immovable property
Ventures letter shall not capex Federal Bank penalty of including land and building /
Limited dated exceed 84 requirements. and was 0.25% on structures thereupon (both
August months utilized for the present and future) of the
19, 2023 for ₹ construction amount of Hotel of the borrower.
482.60 of the hotel principal • Exclusive charge on all the
million. Holiday Inn of the current assets including
2. Door to Chennai. facility scheduled receivables &
door prepaid movables fixed assets
tenure including schedule of
shall not receivables (both present and
exceed 29 future) of the Hotel
months for • Exclusive charge on the
₹ 116.20 DSRA (3 months principal &
million interest) and all monies
113Sr Name Name of Date of Natu Amount Amoun Amount Repayment Tenure Intere Purpose for Original Prepayme Security
. of the the sanction re of sanctio t of outstan date/ st rate which the loan purpose of nt clause
N lender borrowe letter / borr ned/ loan ding as schedule as at was availed(1) the loan (in (if any)
o. r facility owin availed drawn on May May case
agreeme g as on down 31, 2025 31, subsequent
nt March (₹ in 2025 loans are for
31, 2025 million) refinancing /
(₹ in reimburseme
million) nt / takeover
of existing
loans, etc.
3. Door to credited/ deposited therein
door and all investments in respect
tenure thereof (in whatever form the
shall not same may be) provided by the
exceed 48 borrower.
months for
₹ 181.20
million.
2. ICICI SRP Credit Work 80.00 80.00 7.29 NA Renewed 8.15% Working capital - Nil • Exclusive charge by way of
Bank Prosperit arrange ing annually purposes equitable mortgage on
Limited a Hotel ment capit immovable property
Ventures letter al including land and building /
Limited dated overd structures thereupon (both
Septemb raft present and future) of the
er 11, facilit Hotel of the borrower.
2024 y • Exclusive charge on all the
current assets including
scheduled receivables &
movables fixed assets
including schedule of
receivables (both present and
future) of the Hotel
• Exclusive charge on the
DSRA (3 months principal &
interest) and all monies
credited/ deposited therein
and all investments in respect
thereof (in whatever form the
same may be) provided by the
borrower.
Total 860.00 - 572.88
(1) In accordance with Clause 9(A)(2)(b) of Part A of Schedule VI of the SEBI ICDR Regulations which requires a certificate from the statutory auditor certifying the utilization of loan for the purpose availed, our Material Subsidiary has
114obtained the requisite certificate from Brahmayya & Co., Chartered Accountants, being the statutory auditors of our Material Subsidiary in respect of loans availed by our Material Subsidiary.
For details on borrowings, see “Financial Indebtedness” on page 347.
115The repayment/ prepayment of the loans shall be based on various factors, including (i) any conditions attached to the
borrowings restricting our ability to prepay the borrowings and time taken to fulfil such requirements, (ii) levy of any
prepayment penalties and the quantum thereof, (iii) provisions of any law, rules, regulations governing such borrowings,
and (iv) other commercial considerations including, among others, the interest rate on the loan facility, the amount of the
loan outstanding and the remaining tenor of the loan. Prepayment penalty or premium, if any, and other related costs shall
be made by us out of the Net Proceeds. Please also see “ Risk Factors –46. A portion of the Net Proceeds may be utilized
for the repayment/ prepayment, in full or in part, of certain outstanding borrowings availed by our Company and our
Material Subsidiary”on page 63.
There has been no instance of delays, defaults, and rescheduling/ restructuring of the aforementioned borrowings of our
Company and our Material Subsidiary.
Our Company shall deploy the amount of Net Proceeds allocated towards the repayment of our Material Subsidiary’s loans
in the form of debt investments in our Material Subsidiary as permitted under applicable law. The Board of our Company
and the board of our Material Subsidiary, pursuant to resolutions dated April 18, 2025 and April 15, 2025, respectively,
have approved the investment of up to ₹ 600.00 million in one or more tranches in the Material Subsidiary by way of
subscribing to the securities of the Material Subsidiary or by providing a loan to the Material Subsidiary. Subsequently, our
Board and the board of our Material Subsidiary, pursuant to resolutions dated July 7, 2025 and July 4, 2025, respectively
(“BHVL Investment Resolution” and “SRP Investment Resolution”), have approved the deployment of a portion of the
Net Proceeds aggregating up to ₹ 544.50 million (“Subscription Amount”) towards subscribing to the B series unsecured
and unlisted non-convertible debentures of face value ₹ 100 each, being issued by our Material Subsidiary (the “Debt
Investment”), and the draft of the subscription agreement to be executed by them for this purpose. The Subscription Amount
shall be utilised towards the repayment of the loan facilities availed by our Material Subsidiary which are disclosed in this
Red Herring Prospectus. The terms and conditions of the Debt Investment, in accordance with the BHVL Investment
Resolution and SRP Investment Resolution, are as follows:
• Type of instrument: B series non-convertible debentures (“NCDs”) of face value ₹ 100 each;
• Tenor: 5 years;
• Interest: 8.50% per annum or such other rate as may be decided by the board of directors of our Material
Subsidiary in compliance with transfer pricing provisions. Interest shall be payable to us by our Material
Subsidiary on an annual basis, starting from March 31, 2026;
• Whether secured or unsecured: Unsecured and unlisted;
• Terms of repayment: Repayable in five years from the date of allotment of the NCDs, but can be redeemed by
our Material Subsidiary at any time prior to expiry of five years, in accordance with the provisions of the
Companies Act and the article of association of our Material Subsidiary; and
• Taxation: Any interest payment on the NCDs shall be made after reducing the amount of tax required to be paid
under applicable law.
Other than as disclosed above, there are no other terms and conditions of the Debt Investment between our Company and
our Material Subsidiary.
Our Company will remain interested in our Material Subsidiary to the extent of our shareholding, and as a lender since the
funds will be deployed in the form of debt.
In addition to the above, we may, from time to time, enter into further financing arrangements and drawdown funds
thereunder. In such cases or in case the above-mentioned loans are repaid/ prepaid or refinanced prior to the completion of
the Issue, we may utilise Net Proceeds of the Issue towards repayment / prepayment of such additional and/ or re-financed
indebtedness availed by us. As mentioned above, we propose to repay, or prepay loans obtained by our Material Subsidiary
from ICICI Bank Limited from the Net Proceeds. While ICICI Bank Limited is an affiliate of ICICI Securities, one of the
BRLMs, it is not an associate of our Company and our Material Subsidiary in terms of the Securities and Exchange Board
of India (Merchant Bankers) Regulations, 1992 and such loan has been sanctioned to our Material Company as part of the
normal commercial lending activity by ICICI Bank Limited. Accordingly, we do not believe that there is any conflict of
interest under the Securities and Exchange Board of India (Merchant Bankers) Regulations, 1992, as amended, or any other
applicable SEBI rules or regulations. Please also see, “Risk Factors – 25. A portion of the Net Proceeds may be utilised for
repayment or prepayment of certain loan facilities availed by our Subsidiary from ICICI Bank Limited. Further, ICICI Bank
Limited is an affiliate of ICICI Securities, one of the BRLMs.” on page 52.
2. Payment of consideration for buying of Undivided Share of Land from our Promoter, BEL
We are an owner and developer of hotels in key cities in India primarily across South India. We are the second largest
owner of chain-affiliated hotels and hotel rooms in South India (comprising the states of Kerala, Andhra Pradesh, Tamil
Nadu, Karnataka, Telangana, and the Union territories Lakshadweep, Andaman and Nicobar Islands and Pondicherry)
among major private hotel asset owners (i.e., investors owning at least 500 rooms pan India) as of March 31, 2025 (Source:
Horwath HTL Report). Our Promoter, BEL entered into the hospitality business with the commencement of operations of
116our first hotel Grand Mercure Bangalore in 2009. As of the date of this Red Herring Prospectus, we have a portfolio of
nine operating hotels across Bengaluru (Karnataka), Chennai (Tamil Nadu), Kochi (Kerala), Mysuru (Karnataka) and the
GIFT City (Gujarat) with 1,604 keys. Our hotels are operated by global marquee hospitality companies such as Marriott,
Accor and InterContinental Hotels Group and are in the upper upscale, upscale, upper-midscale, and midscale segments
(Source: Horwath HTL Report). For details, see “Our Business” on page 188.
We intend to expand our operations and market presence by developing new hotels at select locations in India and are
focused on selecting regions with high growth potential and demand. With the opening of our 9th hotel in Mysuru,
Karnataka under the brand ‘ibis Styles Mysuru’ with 130 keys, our total number of keys have increased from 1,474 keys as
of March 31, 2023 to 1,604 keys as on the date of this Red Herring Prospectus. Our expansion plans include development
of five additional hotels which will be operated by global hospitality companies.
Details of land parcel
Our Promoter, BEL participated in an e-auction notified on July 7, 2023 and conducted by Hyderabad Metropolitan
Development Authority Estate Management Unit (“HMDA”) on August 3, 2023 for purchase of the land parcel situated
in Neopolis Layout II, Survey Numbers 239 and 240 (Plot No. 8) of Kokapet Village, Gandipet Mandal, Rangareddy
District, Telangana, India measuring to 9.71 acres (“Land Parcel”) and upon bidding for the highest amount for the Land
Parcel, received a letter of offer dated August 5, 2023 from HMDA. Subsequently, a sale deed dated October 16, 2023
(“Sale Deed”) was entered between the District Collector Ranga Reddy District, Telangana represented by the Tahsildar,
Gandipet Mandal, Ranga Reddy District read with the power of authority conferred by the Government of Telangana
(“Vendor”) and our Promoter, pursuant to which possession of the Land Parcel was registered in the name of our Promoter
for a total sale consideration of ₹6,602.80 million, which was paid to HMDA and subsequently remitted into the treasury
account of the Government of Telangana, in terms of the Sale Deed. Additionally, pursuant to the Sale Deed, the Vendor
has declared the Land Parcel to be free from all or any encumbrances, claims or any third-party interests and having a good
and marketable title.
Our Promoter has proposed to develop a mall, commercial space and a hotel on the commercial block portion of the Land
Parcel, measuring an area of 5.68 acres (“Commercial Block”). The building is proposed to be constructed in a single
tower on the Commercial Block. The proposed hotel is planned to be located on the 31st to the 49th floor of the commercial
building being constructed by our Promoter, with an approximate area of 500,000 square feet. The proposed hotel will be
built by our Company by either entering into a construction contract with our Promoter or by engaging the same contractor
that has been engaged by our Promoter for construction of the lower floors of the Commercial Block. Our Company will
be the absolute owner of the hotel so built with proportionate undivided share as per the Scheduled Property. Further, our
Promoter has entered into an agreement dated April 17, 2024 with Intercontinental Hotels Group for the operations of the
proposed hotel, which is valid for an initial term of 20 years, which shall be assigned to our Company upon the purchase
of the undivided share of 1.35 acres.
Our Company proposes to buy undivided share of 1.35 acres (5,498 square metres equivalent to 6,576.00 square yards),
being proportionate to the proposed hotel’s size of 500,000 square feet (“Scheduled Property”) in the Land Parcel which
is approximately 23.76% of the Commercial Block for a total sale consideration of ₹1,101.48 million (exclusive of stamp
duty, registration and transfer charges).
Pursuant to the board resolutions dated October 28, 2024 and October 19, 2024, our Company and our Promoter,
respectively, has approved buying undivided share of the Scheduled Property.
Proposed use
Our Company entered into a memorandum of agreement dated October 24, 2024 (“MoA”), read with letter of extension
dated June 16, 2025 with our Promoter pursuant to which our Company proposes to buy the Scheduled Property (being
the undivided share in the Commercial Block) from our Promoter. In terms of the valuation report dated October 24, 2024
issued by Er. Venkateshwarlu Jagini, Technocrats, Registered Valuers, the fair market value of the Scheduled Property is
₹1,101.48 million. As per the valuation report dated October 24, 2024, the approach employed to arrive at the fair market
value was the ‘residual approach’, based upon similar properties that had been sold on an arm’s length basis or were offered
for sale in the relevant micro-market. The aggregate purchase consideration for the said undivided share of Scheduled
Property in accordance with the MoA is ₹1,101.48 million (“Purchase Consideration”), excluding stamp duty, registration
and transfer charges amounting to ₹83.71 million. As per the terms of the MoA, upon receipt of the Purchase Consideration
and execution of the sale deed between our Company and our Promoter with respect to the Scheduled Property, our
Promoter will hand over constructive possession of the Scheduled Property to our Company. Our Company has paid
₹110.00 million out of the Purchase Consideration through internal accruals on the date of signing MoA, i.e., October 24,
2024.
In terms of the MoA and as on the date of the Draft Red Herring Prospectus, our outstanding liability towards our Promoter
is ₹991.48 million (exclusive of stamp duty, registration and transfer charges amounting to ₹83.71 million, as disclosed
above, which is required to be paid by our Company to our Promoter, prior to the execution and registration of the sale
117deed.
Government Approvals
In relation to the construction of the commercial building on the Land Parcel, our Promoter is required to obtain certain
pre-construction and post-construction approvals which are routine in nature and has (i) obtained a provisional no objection
certificate from the Director General, State Disaster and Fire Services Department, Government of Telangana for the
proposed multi storied commercial tower; (ii) obtained no objection certificate for height clearance from Airports Authority
of India; (iii) been granted Standard Terms of Reference by the State Level Expert Appraisal Committee under
Environmental Impact Assessment Notification, 2006; and (iv) obtained building permission from the HMDA for
construction of the proposed building.
We propose to utilise an amount of ₹1,075.19 million from the Net Proceeds out of which ₹991.48 million will be paid
towards payment of outstanding Purchase Consideration to our Promoter and ₹83.71 million will be utilised towards paying
stamp duty, registration and transfer charges. We intend to utilise the entire amount earmarked of this object during Fiscal
2026.
Further, other than the payment of Purchase Consideration to our Promoter for buying undivided share of the Scheduled
Property from our Promoter pursuant to the MoA, there are no material existing or anticipated transactions in relation to
utilisation of the proceeds of the Issue with our Promoter, members of the Promoter Group, Directors, Key Managerial
Personnel, Senior Management Personnel and Group Companies. Additionally, the Purchase Consideration will be paid to
our Promoter on an arms’ length basis and in compliance with the Companies Act, 2013.
3. Pursuing inorganic growth through unidentified acquisitions and other strategic initiatives and general corporate
purposes
Our Company proposes to deploy the balance Net Proceeds aggregating to ₹[●] million towards pursuing inorganic growth
through unidentified acquisitions and other strategic initiatives and general corporate purposes, in a manner as approved
by our Board from time to time, subject to the cumulative amount to be utilized towards general corporate purposes
(including amount of Pre-IPO Placement) and unidentified inorganic acquisitions shall not exceed 35% of the Gross
Proceeds, whereby, the total amount to be utilized towards unidentified inorganic acquisitions shall be at least ₹ 900.00
million. The amount to be utilized towards general corporate purpose (including amount of Pre-IPO Placement) shall not
exceed 25% of the Gross Proceeds.
Investments towards unidentified acquisitions and other strategic initiatives by our Company
Our Company intends to expand our operations and market presence by developing new hotels at select locations in India
and are focussed on selecting regions with high growth potential and demand. Our expansion plans include development
of five additional hotels which will be operated by global hospitality companies. We may consider acquiring entities
owning hospitality or commercial assets or may directly acquire such assets to expand our portfolio to newer geographies
across India such as Goa and South India for developing new hotels. In addition, we intend to explore opportunities for
development of resorts and hotels at pilgrimage locations that we believe, offer growth potential. By expanding our
operations through these new developments, we aim to capitalize on market demand and strengthen our position in the
hospitality sector in India. For more details, please see “Our Business – Our Strategies” on page 197.
Our Promoter, BEL was incorporated on November 8, 1995 and is engaged in the business of real estate development,
leasing and hospitality. Pursuant to the Scheme of Arrangement, the hotel business undertaking of BEL was transferred to
our Company to enable better and more efficient management, control and running of these undertakings in a focused
manner and to offer opportunities to the management of our Company. The business of our Company was originally
undertaken by BEL as its hotel business undertaking prior to the Scheme of Arrangement. For further details see History
and Certain Corporate Matters - Details regarding material acquisitions or divestments of business/ undertakings,
mergers, amalgamation, any revaluation of assets, etc. since the date of incorporation – Scheme of Arrangement” on page
225. We believe that we have significantly benefitted from acquisitions undertaken by our Promoter in the past. The table
below summarises the key acquisitions of entities that our Promoter has undertaken in the past:
Acquisition of entities by our Promoter
Sr. Name of Description of Country of Nature of business Amount Financial year of Acquisition
No. acquired acquisition incorporation acquired involved execution of rationale
entity acquisition
(in ₹ agreement
million)
1. SRP Acquisition of India Property for 816.96 2015 To develop a
Prosperita 50% stake in development and
118Sr. Name of Description of Country of Nature of business Amount Financial year of Acquisition
No. acquired acquisition incorporation acquired involved execution of rationale
entity acquisition
(in ₹ agreement
million)
Hotel SRP Prosperita running of hotel hotel
Ventures Hotel Ventures business
Limited Limited
2. WTC Trades Acquisition of India License to set up a 36.72 2010 To develop
and Projects 100% equity world trade center commercial
Private stake of WTC in the Bangalore properties and
Limited Trades and region have the
Projects Private network with
Limited global world
trade centres
3. BCV Acquisition of India Joint venture with 142.51 2008 To develop
Developers 50% stake in land owner for smart
Private BCV developing township
Limited Developers township project
Private Limited
Parameters for identifying potential targets for acquisition
We intend to consider inter alia the below parameters while identifying potential entity or asset for acquisition:
(i) Strategic fit to our existing business;
(ii) Enhance our geographic reach; and
(iii) Expand our expertise in the domain we operate.
Rationale for acquisitions in future
Our acquisition strategy is primarily driven by the long-term strategic objectives and follows a structured framework and
typical process followed by our Promoter and us. This involves identifying opportunities based on growth plans of our
Company, entering into requisite agreements and conducting diligence. Upon satisfactory conclusion of due diligence, our
Company will enter into definitive agreements to acquire entities owning hospitality or commercial assets or such assets
directly, subject to the approval of our Board and the Shareholders, as applicable. As on the date of this Red Herring
Prospectus, we have not entered into any definitive agreements towards any future acquisition of such potential targets.
For further details, see “Our Business” on page 188. Please also see, “Risk Factors – 27. Our funding requirements and
proposed deployment of the Net Proceeds are based on management estimates, and we have not entered into any definitive
arrangements to utilize certain portions of the Net Proceeds of the Issue” on page 53.
The costs of acquiring such potential targets will vary depending on various factors, such as, location, purchase price,
general economic conditions and the extent of negotiations between us and the parties from whom we propose to acquire
a company and/ or the asset. Further, besides the purchase price payable for the acquisition of an entity or the asset, the
cost of acquisition would also include various other components, such as, stamp duty, taxes, legal fees and the cost of
obtaining necessary approvals.
Further, in accordance with the SEBI Listing Regulations, with respect to such acquisitions proposed to be made from the
Net Proceeds, our Company will disclose to the Stock Exchanges, the required details of the acquisition, including details
of the cost of acquisition, nature of acquisition and rationale of acquisition, at the relevant stages as prescribed therein.
We undertake that any entity or asset proposed to be acquired from the proceeds of the Issue shall not be acquired from the
Promoter, Promoter Group entities, Group Companies, affiliates or any other related parties, other than as disclosed in this
Red Herring Prospectus.
General corporate purposes
The general corporate purposes include, inter alia, (i) strengthening marketing capabilities and brand building exercises; (ii)
funding working capital requirements of our Company; (iii) meeting ongoing general corporate purposes or contingencies; and/
or (iv) any other purpose as may be approved by our Board or a duly appointed committee from time to time subject to
compliance with the Companies Act. Further, the proceeds from the Pre-IPO Placement (excluding the expenses for the Pre-
119IPO Placement) aggregating to ₹[●] shall be utilised towards general corporate purposes.
The allocation or quantum of utilization of funds towards the specific purposes described above will be determined by our
Board, based on our business requirements and other relevant considerations, from time to time. Our management, in
accordance with the policies of the Board, shall have the flexibility in utilizing surplus amounts, if any. In the event that we are
unable to utilize the entire amount that we have currently estimated for use out of Net Proceeds in a Fiscal, we will utilize such
unutilized amount in the next Fiscal, subject to compliance with applicable law.
Means of finance
Other than ₹110.00 million which has been paid by our Company for payment of partial Purchase Consideration to our Promoter
for buying undivided share in the Scheduled Property, as set out above, which has been incurred from the internal accruals of
our Company, the fund requirements set out in the aforesaid Objects are proposed to be met from the Net Proceeds. Accordingly,
our Company confirms that there is no requirement to make firm arrangements of finance through verifiable means towards at
least 75% of the stated means of finance, excluding the amount to be raised from the Issue and existing identifiable accruals as
required under the SEBI ICDR Regulations. In case of a shortfall in the Net Proceeds or any increase in the actual utilization
of funds earmarked for the Objects, our Company may explore a range of options including utilizing our internal accruals and/
or seeking additional debt from existing and/ or other lenders.
Issue related expenses
The Issue related expenses are estimated to be approximately ₹[●] million. All costs, charges, fees and expenses associated with
and incurred in connection with the Issue shall be borne by our Company.
The break-up of the estimated Issue expenses is as follows:
Activity Estimated As a % of the total As a % of the total
expenses(1) estimated Issue Issue size(1)
(₹ in million) expenses(1)
BRLMs’ fees and commissions (including underwriting [●] [●] [●]
commission, brokerage and selling commission)
Commission/ processing fee for SCSBs and Bankers to the Issue [●] [●] [●]
and fees payable to the Sponsor Banks for Bids made by UPI
Bidders. Brokerage, selling commission and bidding charges for
Members of the Syndicate, Registered Brokers, RTAs and
CDPs(2)(3)(4)(5)
Fees payable to the Registrar to the Issue [●] [●] [●]
Fees payable to advisors, consultants and other parties to the Issue:
- Auditors [●] [●] [●]
- Industry expert [●] [●] [●]
- Fee payable to legal counsel [●] [●] [●]
Others
- Listing fees, SEBI filing fees, upload fees, BSE and NSE [●] [●] [●]
processing fees, book building software fees and other
regulatory expenses
- Printing and stationery [●] [●] [●]
- Advertising and marketing expenses [●] [●] [●]
- Miscellaneous [●] [●] [●]
Total estimated Issue expenses [●] [●] [●]
(1) Amounts will be finalised and incorporated in the Prospectus upon determination of the Issue Price. Issue expenses are estimates and are subject to
change.
(2) Selling commission payable to the SCSBs on the portion for Retail Individual Bidders, Non-institutional Bidders, Eligible Employees and BEL
Shareholders which are directly procured and uploaded by the SCSBs, would be as follows:
Portion for Retail Individual Bidders* 0.30% of the amount allotted (plus applicable taxes)
Portion for Non-Institutional Bidders* 0.15% of the amount allotted (plus applicable taxes)
Employee Reservation Portion* 0.15% of the amount allotted (plus applicable taxes)
BEL Shareholders Reservation Portion* 0.15% of the amount allotted (plus applicable taxes)
* Amount allotted is the product of the number of Equity Shares Allotted and the Offer Price.
Selling commission payable to the SCSBs will be determined on the basis of the bidding terminal id as captured in the Bid book of BSE or NSE.
(3) No uploading/processing fees shall be payable by our Company to the SCSBs on the application directly procured by them.
Processing fees payable to the SCSBs on the portion for Retail Individual Bidders, Non-Institutional Bidders, Eligible Employees bidding in Employee
Reservation Portion and BEL Shareholders bidding in BEL Shareholders Reservation Portion which are procured by the members of the Syndicate /
sub-Syndicate / Registered Broker / RTAs / CDPs and submitted to SCSB for blocking, would be as follows:
Portion for Retail Individual Bidders ₹10 per valid application (plus applicable taxes)
Portion for Non-Institutional Bidders ₹10 per valid application (plus applicable taxes)
Employee Reservation Portion ₹10 per valid application (plus applicable taxes)
BEL Shareholders Reservation Portion ₹10 per valid application (plus applicable taxes)
The total processing fees payable to SCSBs as mentioned above will be subject to a maximum cap of ₹ 1.00 million (plus applicable taxes). In case
the total uploading charges/processing fees payable exceeds ₹ 1.00 million (plus applicable taxes), then the amount payable to SCSBs, would be
proportionately distributed based on the number of valid applications such that the total uploading charges /processing fees payable does not exceed
120₹ 1.00 million (plus applicable taxes).
(4) Processing fees for applications made by UPI Bidders using the UPI Mechanism would be as follows:
Members of the Syndicate /RTAs/ CDPs/ ₹30 per valid Bid cum Application Form (plus applicable taxes)
Registered Brokers*
Sponsor Bank ICICI Bank Limited - ₹ NIL charges up to 4,00,000 UPI mandates, ₹6.5 per UPI mandates above
4,00,000 mandates (plus applicable taxes). The Sponsor Bank shall be responsible for making
payments to third parties such as the remitter bank, the NPCI and such other parties as required in
connection with the performance of its duties under applicable SEBI circulars, agreements and other
Applicable Laws.
Kotak Mahindra Bank Limited - ₹ NIL per valid Bid cum Application Form (plus applicable taxes).
The Sponsor Bank shall be responsible for making payments to third parties such as the remitter bank,
the NPCI and such other parties as required in connection with the performance of its duties under
a pplicable SEBI circulars, agreements and other Applicable Laws.
* The total uploading charges / processing fees payable for applications made by UPI Bidders will be subject to a maximum cap of ₹ 2.50 million (plus
applicable taxes). In case the total uploading charges/processing fees payable exceeds ₹2.50 million (plus applicable taxes) then the amount payable
for using UPI Mechanism would be proportionately distributed based on the number of valid applications such that the total uploading charges /
processing fees payable does not exceed ₹ 2.50 million (plus applicable taxes).
(5) Brokerage, selling commission and processing/uploading charges on the portion for Retail Individual Bidders, Non-Institutional Bidders, Eligible
Employee and BEL Shareholders which are procured by members of the Syndicate (including their sub-Syndicate members), RTAs and CDPs or for
using 3-in-1 type accounts- linked online trading, demat & bank account provided by some of the brokers which are members of Syndicate (including
their sub-Syndicate members) would be as follows:
Portion for Retail Individual Bidders* 0.30% of the amount allotted (plus applicable taxes)
Portion for Non-Institutional Bidders* 0.15% of the amount allotted (plus applicable taxes)
Portion for Eligible Employees* 0.15% of the amount allotted (plus applicable taxes)
BEL Shareholders Reservation Portion* 0.15% of the amount allotted (plus applicable taxes)
* Amount allotted is the product of the number of Equity Shares Allotted and the Offer Price.
The total processing fees payable to Syndicate (including their Sub syndicate Members) as mentioned above will be subject to a maximum cap of ₹
1.00 million (plus applicable taxes). In case the total uploading charges/processing fees payable exceeds ₹ 1.00 million (plus applicable taxes), then
the amount payable to Members of the Syndicate (including their Sub syndicate Members), would be proportionately distributed based on the number
of valid applications such that the total uploading charges / processing fees payable does not exceed ₹ 1.00 million (plus applicable taxes).
(6) The selling commission payable to the Syndicate / Sub-Syndicate Members will be determined (i) for Retail Individual Investors, Non-Institutional
Investors and Eligible Employees (up to ₹ 0.50 million), on the basis of the application form number / series, provided that the Bid cum Application
Form is also bid by the respective Syndicate / SubSyndicate Member. For clarification, if a Syndicate ASBA application on the application form
number / series of a Syndicate / Sub-Syndicate Member, is bid by an SCSB, the selling commission will be payable to the SCSB and not the Syndicate
/ Sub-Syndicate Member; and (ii) for Non-Institutional Investors (above ₹ 0.50 million), Syndicate ASBA form bearing SM Code and Sub-Syndicate
code of the application form submitted to SCSBs for blocking of the fund and uploading on the exchanges platform by SCSBs. For clarification, if a
Syndicate ASBA application on the application form number / series of a Syndicate / Sub-Syndicate Member, is bid by an SCSB, the selling commission
will be payable to the Syndicate / Sub Syndicate members and not the SCSB.
(7) Bidding Charges payable to members of the Syndicate (including their sub-Syndicate Members), RTAs and CDPs on the portion for Retail Individual
Bidders and Non-Institutional Bidders which are procured by them and submitted to SCSB for blocking, would be as follows: ₹10 plus applicable
taxes, per valid application bid by the Syndicate (including their sub-Syndicate Members), RTAs and CDPs. The selling commission and bidding
charges payable to Registered Brokers, the RTAs and CDPs will be determined on the basis of the bidding terminal id as captured in the Bid book
of BSE or NSE.
Bidding charges payable to the Registered Brokers, RTAs/CDPs on the portion for Retail Individual Bidders, Eligible Employees, BEL Shareholders
and Non-Institutional Bidders which are directly procured by the Registered Broker or RTAs or CDPs and submitted to SCSB for processing, would
be as follows:
Portion for Retail Individual Bidders* ₹10 per valid application (plus applicable taxes)
Portion for Non-Institutional Bidders* ₹10 per valid application (plus applicable taxes)
Employees Reservation Portion* ₹10 per valid application (plus applicable taxes)
BEL Shareholders Portion* ₹10 per valid application (plus applicable taxes)
* Based on valid Bid cum Application Forms.
(8) All such commissions and processing fees set out above shall be paid as per the timelines in terms of the Syndicate Agreement and Cash Escrow and
Sponsor Bank Agreement.
(9) The processing fees for applications made by UPI Bidders using the UPI Mechanism may be released to the remitter banks (SCSBs) only after such
banks provide a written confirmation on compliance with the SEBI ICDR Master Circular.
(10) lf such commissions and processing fees set out above shall be paid as per the timelines in terms of the Syndicate Agreement and the Cash Escrow
and Sponsor Banks Agreement. The processing fees for applications made by UPI Bidders using the UPI Mechanism may be released to the remitter
banks (SCSBs) only after such banks provide a written confirmation in compliance with the SEBI RTA Master Circular, in a format as prescribed by
SEBI, from time to time.
Interim use of Net Proceeds
The Gross Proceeds shall be retained in the Public Offer Account until receipt of the listing and trading approvals from the
Stock Exchanges by our Company. Our Company, in accordance with the policies established by the Board from time to time,
will have flexibility to deploy the Net Proceeds. Pending utilisation for the purposes described above, our Company will deposit
the Net Proceeds and the proceeds from the Pre-IPO Placement only with one or more scheduled commercial banks included
in Second Schedule of the Reserve Bank of India Act, 1934, as amended, as may be approved by our Board.
In accordance with Section 27 of the Companies Act, our Company confirms that it shall not use the Net Proceeds for buying,
trading or otherwise dealing in the shares of any other listed company.
Bridge financing facilities
Our Company has not raised any bridge loans from any bank or financial institution as on the date of this Red Herring
121Prospectus, which are proposed to be repaid from the Net Proceeds.
Appraising entity
None of the objects for which the Net Proceeds will be utilised have been appraised by any agency, including any bank or
finance institutions.
Monitoring of utilization of funds entity
In terms of Regulation 41 of the SEBI ICDR Regulations, our Company has appointed CARE Ratings Limited as the monitoring
agency to monitor the utilisation of the Gross Proceeds. Our Audit Committee and the Monitoring Agency will monitor the
utilisation of the Gross Proceeds and the Monitoring Agency shall submit the report required under Regulation 41(2) of the
SEBI ICDR Regulations, on a quarterly basis, until such time as the Gross Proceeds have been utilised in full. Our Company
undertakes to place the report(s) of the Monitoring Agency on receipt before the Audit Committee without any delay.
Our Company will disclose, and continue to disclose, the utilisation of the Net Proceeds, including interim use, under a separate
head in our balance sheet for such financial years as required under applicable law, specifying the purposes for which the Net
Proceeds have been utilised, till the time any part of the Issue proceeds remains unutilised. Our Company will also, in its balance
sheet for the applicable financial years, provide details, if any, in relation to all such Net Proceeds that have not been utilised,
if any. Further, our Company, on a quarterly basis, shall include the deployment of Net Proceeds under various heads, as
applicable, in the notes to our quarterly consolidated results.
Pursuant to Regulation 18(3) and Regulation 32(3) of the SEBI Listing Regulations, our Company shall, on a quarterly basis,
disclose to the Audit Committee the uses and applications of the Net Proceeds. The Audit Committee will make
recommendations to our Board for further action, if appropriate. On an annual basis, our Company shall prepare a statement of
funds utilised for purposes other than those stated in this Red Herring Prospectus and place it before the Audit Committee and
make other disclosures as may be required until such time as the Net Proceeds remain unutilised. Such disclosure shall be made
only until such time that all the Net Proceeds have been utilised in full. The statement shall be certified by the statutory auditor
of our Company. Furthermore, in accordance with the SEBI Listing Regulations, our Company shall furnish to the Stock
Exchanges, on a quarterly basis, a statement indicating (a) deviations, if any, in the actual utilisation of the proceeds of the Issue
from the Objects; and (b) details of category wise variations in the actual utilisation of the proceeds of the objects of the Issue.
This information will also be published in newspapers, one in English, one in Hindi, and one regional language of the
jurisdiction where our Registered and Corporate Office is located, simultaneously with the interim or annual financial results
and explanation for such variation (if any) will be included in our Director’s report, after placing the same before the Audit
Committee.
Variation in objects
In accordance with Sections 13(8) and 27 of the Companies Act and applicable rules, our Company shall not vary the Objects
without our Company being authorised to do so by the Shareholders by way of a special resolution through postal ballot. In
addition, the notice issued to the Shareholders in relation to the passing of such special resolution (“Postal Ballot Notice”) shall
specify the prescribed details as required under the Companies Act and applicable rules. The Postal Ballot Notice shall
simultaneously be published in the newspapers, one in an English national daily newspaper and one in a Kannada daily
newspaper (Kannada being the regional language of Karnataka, where our Registered and Corporate Office is located), each
having wide circulation, in accordance with the Companies Act and applicable rules. Our Promoter (who is also a controlling
Shareholder) will be required to provide an exit opportunity to such Shareholders who do not agree to the proposal to vary the
Objects, at such price, and in such manner, as prescribed in our Articles of Association, the Companies Act, and the SEBI ICDR
Regulations.
Other confirmations
Except as set forth in this section, our Promoter, the members of the Promoter Group, Directors, Key Managerial Personnel,
Senior Management Personnel or Group Companies will not receive any portion of the Net Proceeds. Except as disclosed in
this section and this Red Herring Prospectus, our Company has not entered into or is not planning to enter into any arrangement/
agreements with our Promoter, the Directors, Key Managerial Personnel, Senior Management Personnel, Group Companies or
members of the Promoter Group in relation to the utilisation of the Net Proceeds of the Issue. Further, except as disclosed, there
is no existing or anticipated interest of such individuals and entities in the objects of the Issue as set out above.
122BASIS FOR ISSUE PRICE
The Price Band and the Issue Price will be determined by our Company in consultation with the BRLMs, on the basis of
assessment of market demand for the Equity Shares issued through the Book Building Process and on the basis of quantitative
and qualitative factors as described below. The face value of the Equity Shares is ₹10 each and the Issue Price is [●] times the
Floor Price and [●] times the Cap Price, and Floor Price is [●] times the face value and the Cap Price is [●] times the face value.
Investors should also see “Risk Factors”, “Summary of Financial Information”, “Our Business”, “Restated Consolidated
Summary Statements”, and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” on
pages 31, 83, 188, 254 and 322, respectively, to have an informed view before making an investment decision.
Qualitative factors
Some of the qualitative factors and our strengths which form the basis for computing the Issue Price are as follows:
1. Strategically located award winning hotels with diversified offerings in the key cities primarily in South India.
• We are owner and developer with portfolio of nine hotels in Bangalore, Chennai, Kochi, Mysuru & GIFT city,
Gujarat. These are operated by global marquee hospitality brands.
• We lay emphasis on identification of locations within cities based on their proximity to airports, business districts,
commercial centres and retail hubs with high footfalls.
• Our hotels have been consistently recognized for their quality and have received several awards.
2. Focus on asset management resulting in operating efficiencies.
• Our engagement with global hospitality brands provides us with access to global clientele, their management
expertise, industry best practices, marketing strategies, operational know-how, and human resources.
• We engage with each hotel’s operator management team to discuss and agree upon budgeting, cost management, and
operational and financial targets and regularly review performance reports.
3. Focus on environmental, social and governance.
• We are dedicated to integrating energy-efficient technologies, renewable energy sources, and sustainable
procurement methods.
• By identifying areas for improvement and implementing targeted interventions, such as adjusting temperature
settings or lighting schedules, we seek to achieve substantial energy savings. This approach has yielded reduction in
our energy consumption, demonstrating the effectiveness of our data-driven approach to energy management.
4. Strong parentage of Brigade Group.
• We are a subsidiary of BEL which is a real estate developer in India. This allows us to benefit from its brand
reputation and leverage its network, relationships to secure corporate clientele for hospitality tie-ups and share
services such as human resource, accounting and legal to drive operational efficiencies.
• We believe that BEL’s expertise in project development serves as a foundation for our hotels, allowing us to deliver
quality hotels with cost-efficiency and in shortened timelines.
5. Well positioned to leverage industry tailwinds.
• HAI forecasts 15 billion domestic visits and 100 million FTAs by calendar year 2047. The growth in FTAs will
strengthen hotel average daily rates, particularly for upper-tier hotels (Source: Horwath HTL Report). Moreover, the
demand for chain affiliated hotels has increased from 61,000 rooms per day in Fiscal 2015 to 127,000 rooms per day
in Fiscal 2025. (Source: Horwath HTL Report).
• We also benefit from the demand from the services sector. Karnataka, Tamil Nadu, Kerala and Telangana contributed
about 65% of India’s IT and ITeS exports for Fiscal 2024, with operations mainly driven from Bengaluru, Chennai,
Kochi and Hyderabad, respectively (Source: Horwath HTL Report).
6. Experienced management team with domain expertise.
• We benefit from the experience of our management team, which has extensive knowledge in the hospitality and real-
estate sector, including in operations, business development and customer relationships
• Our Directors, Nirupa Shankar, Amar Mysore and Vineet Verma with several years of experience in the hospitality
and real-estate industry, respectively, have been instrumental in the growth of our business and revenues.
7. Track record of financial performance.
123• In the past, some of our hotels achieved higher operating performance versus their respective markets and segments.
For example, we have had higher than market occupancy and revenue per available room across our hotels in
Bengaluru (Karnataka) and Chennai (Tamil Nadu) in calendar years 2021, 2022, 2023 and 2024 (Source: Horwath
HTL Report).
• We have established a track of consistent revenue growth. Our revenue from operations has increased from ₹
3,502.20 million in Fiscal 2023 to ₹ 4,017.00 million in Fiscal 2024 and ₹ 4,682.50 million in Fiscal 2025 at a CAGR
of 15.63% from Fiscal 2023 to Fiscal 2025.
For further details, see “Our Business – Our Strengths” on page 190.
Quantitative factors
Some of the information presented below relating to our Company is derived from the Restated Consolidated Summary
Statements. For details, see “Restated Consolidated Summary Statements” and “Other Financial Information” on pages 254
and 319, respectively.
Some of the quantitative factors which may form the basis for computing the Issue Price are as follows:
A. Basic and Diluted Earnings Per Share for continuing operations (“EPS”) (face value of each Equity Share is
₹10):
Financial Year Ended Basic EPS (in ₹) Diluted EPS (in ₹) Weight
March 31, 2025 0.72 0.72 3
March 31, 2024 0.88 0.88 2
March 31, 2023 (0.14) (0.14) 1
Weighted Average 0.63 0.63 -
Notes:
• EPS calculations are in accordance with Ind AS 33 (Earnings per share).
• The ratios have been computed as below:
1. Basic earnings per Equity Share (₹) = Profit/ (loss) attributed to Equity Shareholders of our company for the year divided by weighted
average number of Equity Shares outstanding during the year
2. Diluted earnings per Equity Share (₹) = Profit/ (loss) attributed to Equity Shareholders of our company for the year divided by weighted
average number of dilutive Equity Shares outstanding during the year
• Our Company had 281.43 million weighted average number of Equity Shares bearing face value of ₹10 each for the Fiscal 2025, 281.43
million weighted average number of Equity Shares bearing face value of ₹10 each for Fiscal 2024 and 281.43 million weighted average
number of Equity Shares bearing face value of ₹10 each for Fiscal 2023.
• The weighted average basic and diluted EPS is a product of basic and diluted EPS for the Fiscals 2025, 2024 and 2023 and respective assigned
weight, dividing the resultant by total aggregate weight.
• Weighted average number of Equity Shares is the number of Equity Shares outstanding at the beginning of the year adjusted by the number
of Equity Shares issued during the year multiplied by the time weighting factor. The time weighting factor is the number of days for which the
specific shares are outstanding as a proportion of total number of days during the year.
B. Price/Earning (“P/E”) ratio in relation to Price Band of ₹[●] to ₹[●] per Equity Share:
Particulars P/E at the Floor Price P/E at the Cap Price (number
(number of times) of times)
Based on basic EPS for financial year ended March 31, 2025 [●]# [●]#
Based on diluted EPS for financial year ended March 31, 2025 [●]# [●]#
# To be computed after finalisation of price band
C. Industry Peer Group P/E ratio
Particulars P/E Ratio Name of the Company
Highest 229.34 Schloss Bangalore
Lowest 32.20 EIH Limited
Industry Composite 91.43 NA
Notes: The highest and lowest industry P/E shown above is based on the peer set provided below under “- Comparison of accounting ratios with
listed industry peers”. The industry average has been calculated as per the arithmetic average P/E of the peer set provided below under “-
Comparison of accounting ratios with listed industry peers” below.
D. Average return on Net Worth (“RoNW”)
Fiscal Ended RoNW (%) Weight
March 31, 2025 30.11% 3
March 31, 2024 53.01% 2
March 31, 2023 (9.14%) 1
Weighted Average 31.20% -
Notes:
124• Return on Net Worth (RoNW) (%) is calculated as profit / (loss) for the year divided by the Net Worth at the end of the respective year.
• Net Worth is the aggregate value of the equity share capital and Instruments entirely equity in nature and Equity component of Compound
Financial Instruments and General reserves and Retained earnings.
• The weighted average RoNW is a product of RoNW for Fiscals 2025, 2024 and 2023 and respective assigned weight, dividing the resultant
by total aggregate weight.
E. Net Asset Value (“NAV”) per equity share
Financial Year ended Amount (₹)
As on March 31, 2025 2.79
After the completion of the Issue
- At the Floor Price* [●]
- At the Cap Price* [●]
Issue Price* [●]
* To be computed after finalization of price band.
Notes:
1. Net asset value per equity share is calculated by dividing Net worth as at the end of the year by weighted average number of equity shares
outstanding during the respective year.
2. Net Worth is the aggregate value of the equity share capital and Instruments entirely equity in nature and Equity component of Compound
Financial Instruments and General reserves and Retained earnings.
3. Weighted average number of Equity Shares is the number of Equity Shares outstanding at the beginning of the year adjusted by the number of
Equity Shares issued during the year multiplied by the time weighting factor. The time weighting factor is the number of days for which the
specific shares are outstanding as a proportion of total number of days during the year.
125F. Comparison of accounting ratios with listed industry peers
Following is the comparison with the peer group companies of our Company listed in India and in the same line of business as our Company:
NAV per
EPS Market Cap Market Cap
Face value Revenue from EPS (Basic) Equity EV /
Particulars (Diluted) P/E RoNW (%) Net Worth / Total / Tangible
operations Share EBITDA
Income Assets
(₹) (₹) (₹) (₹)
Our Company (FY 2025) 10.00 4,682.50 0.72 0.72 [●] 30.11% 785.80 2.79 [●] [●] [●]
Listed Peers (FY 2025)
The Indian Hotels 1.00 83,345.40 13.40 13.40 56.06 16.42% 1,24,156.10 87.22 34.70 12.49 13.96
Company Limited
EIH Limited 2.00 27,431.50 11.82 11.82 32.20 16.23% 47,438.20 75.86 NA 8.26 10.02
Chalet Hotels Limited 10.00 17,178.25 6.53 6.52 136.63 4.68% 30,457.02 139.42 27.78 11.09 3.69
Juniper Hotels Limited 10.00 9,442.73 3.20 3.20 99.48 2.61% 27,267.17 122.55 NA 7.26 2.18
Lemon Tree Hotels 10.00 12,860.78 2.48 2.48 62.04 13.59% 17,896.01 22.59 NA 9.46 3.92
Limited
Samhi Hotels Limited 1.00 11,300.07 3.88 3.84 62.75 7.49% 11,420.54 51.63 17.14 4.64 2.15
Apeejay Surendra Park 1.00 17,178.25 3.92 3.92 42.05 6.51% 12,838.90 60.17 15.55 5.38 3.48
Hotels Limited
Ventive Hospitality 1.00 20,784.00 6.83 6.83 115.58 0.82% 59,058.06 252.88 19.93 8.54 3.38
ITC Hotels 1.00 35,598.10 3.05 3.05 78.20 5.94% 1,07,284.40 51.55 NA 13.69 6.15
Schloss Bangalore Limited 10.00 13,005.73 1.97 1.97 229.34 1.32% 36,049.88 107.95 27.05 10.73 2.66
** All the financial information of our Company mentioned above has been derived from the Restated Consolidated Summary Statements as at and for the financial year ended March 31, 2025.
*** To be updated for our Company at the Prospectus stage.
Notes:
1. All the financial information for listed industry peers mentioned above is on a consolidated basis (unless otherwise available only on standalone basis) and is sourced from the annual reports/ annual results as available of the respective
company for the year ended March 31, 2025 submitted to the Stock Exchanges. For Ventive Hospitality and ITC Hotels financial information has been sourced from proforma financials stated in the Prospectus and Information
Memorandum respectively.
2. P/E ratio has been computed based on the closing market price of equity shares on BSE on July 16, 2025 divided by the Diluted EPS for the year.
3. RoNW is calculated as Profit/ (loss) for the year divided by the Net Worth at the end of the year.
4. Net Worth is the aggregate value of the equity share capital and Instruments entirely equity in nature and Equity component of Compound Financial Instruments and General reserves and Retained earnings.
5. Net asset value per equity share is calculated by dividing Net Worth as at the end of the year by weighted average number of equity shares outstanding during the respective year.
6. EV (Enterprise Value) = Market cap plus the net borrowings as of March 31, 2025.
7. Net borrowings is computed as total borrowings less cash and cash equivalents and other balances with banks.
8. Market cap has been computed based on the closing market price of equity shares on BSE on July 16, 2025.
9. EBITDA for our Company is calculated as Profit/(loss) for the year plus total tax expense plus finance costs plus depreciation and amortisation expenses.
126G. Key Performance Indicators
The KPIs disclosed below have been used historically by our Company to understand and analyse our business
performance, which in result, help us in analysing the growth of business verticals in comparison to our peers. The
table below sets forth the details of KPIs that our Company considers have a bearing for arriving at the basis for Issue
Price. All the KPIs disclosed below have been approved by a resolution of our Audit Committee dated July 18, 2025
and the Audit Committee has confirmed that there are no KPIs pertaining to our Company that have been disclosed to
any investors at any point of time during the three years prior to the date of filing of this Red Herring Prospectus and
has verified and certified details of all the KPIs pertaining to our Company that have been used historically by our
Company to understand and analyse our business performance, which in result, help us in analysing the growth of
business of the Company in comparison to its peers, have been disclosed in this section. The management and the
members of our Audit Committee have also confirmed that no information has been shared with our Promoter in their
capacity of the holder of relevant securities of our Company during the three years prior to the filing of this Red
Herring Prospectus. Further, the KPIs herein have been certified by Manian & Rao, Chartered Accountants pursuant
to certificate dated July 18, 2025. This certificate has been designated as a material document for inspection in
connection with the Issue. For details, see “Material Contracts and Documents for Inspection” beginning on page 424.
Our Company confirms that it shall continue to disclose all the KPIs included in this section on a periodic basis, at
least once in a year (or any lesser period as determined by the Board), for a duration of one year after the date of listing
of the Equity Shares on the Stock Exchange or till the complete utilisation of the proceeds of the Fresh Issue as per the
disclosure made in this section, whichever is later or for such other duration as may be required under the SEBI ICDR
Regulations.
Set forth below are the KPIs for the Fiscals ended March 31, 2025, March 31, 2024 and March 31, 2023 pertaining to
our Company that have been used historically by our Company to understand and analyse the business performance,
which in result, help us in analysing the growth of business of the Company in comparison to its peers, and other
relevant and material KPIs of the business of our Company that have a bearing for arriving at the basis for the Issue
Price.
Key performance indicators Units As of and for the Financial Year ended
March 31, 2025 March 31, 2024 March 31, 2023
Total income(1) ₹ in million 4,706.80 4,048.50 3,564.10
Total income growth (%)(2) % 16.26% 13.59% NA
Revenue from operations(3) ₹ in million 4,682.50 4,017.00 3,502.20
Revenue Growth (%)(4) % 16.57% 14.70% NA
F&B revenue(5) ₹ in million 1,533.29 1,272.68 1,096.23
F&B revenue contribution (As a % 32.75% 31.68% 31.30%
%
of revenue from operations)(6)
EBITDA(7) ₹ in million 1,668.70 1,446.10 1,139.80
EBITDA growth (%)(8) % 15.39% 26.87% NA
EBITDA margin (%)(9) % 35.45% 35.72% 31.98%
Profit / (loss) for the year(10) ₹ in million 236.60 311.40 (30.90)
Profit/(loss) margin for the year % 5.03% 7.69% (0.87%)
(%)11)
Net borrowings(12) ₹ in million 5,949.60 5,809.30 6,014.90
Net borrowings/ total equity(13) Number 5.81 7.35 12.58
Employee benefit expense (As a % % 18.34% 18.84% 17.76%
of Total Income)(14)
Return on adjusted capital % 16.27% 14.84% 9.50%
employed(15)
Inventory/ Keys(16) Number 1,604 1,474 1,474
Number of hotels(17) Number 9 8 8
Average room rate(18) ₹ 6,693.59 6,387.58 5,943.57
Average occupancy(19) % 76.76% 73.29% 69.59%
RevPAR(20) ₹ 5,138.18 4,681.17 4,136.34
Staff to room ratio(21) Number 0.74 0.74 0.66
Notes:
1. Total income means the sum of revenue from operations and other income.
2. Total income growth (%) is calculated as a Total income during the relevant year minus total income during the previous year divided
by total income during the previous year.
3. Revenue from operations is calculated as the sum of revenue from sale of hospitality services and revenue from other operating revenues
4. Revenue growth (%) is calculated as a Revenue during the relevant year minus Revenue during the previous year divided by Revenue
during the previous year.
5. F&B revenue is calculated as the sum of revenue from food and beverages.
6. F&B revenue contribution (As a % of revenue from operations) is calculated as a percentage of F&B revenue of the relevant year
divided by Revenue from operations for the same year.
7. EBITDA = Profit/(loss) for the year plus total tax expense plus finance costs plus depreciation and amortisation expenses
1278. EBITDA growth (%) is calculated as a percentage of EBITDA of the relevant year minus EBITDA during the previous year divided by
EBITDA of the previous year
9. EBITDA margin (%) = EBITDA divided by Total Income.
10. Profit/(loss) for the year = Total income less total expenses less total exceptional items less total tax expenses for the year
11. Profit/(loss) margin for the year (%) = Profit/(loss) for the year before exceptional items divided by the total income for the year
12. Net borrowings = Non-current borrowings plus current borrowings minus cash and cash equivalents and Bank balances other than cash
and cash equivalents
13. Net borrowings to total equity is calculated as net borrowing divided by total equity for the year. Total equity is calculated as equity
attributable to owners of our Company plus non-controlling interest for the year
14. Employee benefit expense (as a % of Total Income) is calculated by employee benefit expenses for the year divided by total income
during the same year
15. Return on Adjusted Capital Employed is calculated as EBIT divided by adjusted capital employed. Capital employed is the aggregate
value of Total Equity plus Total Borrowings plus Total Lease liabilities. Adjusted capital employed is calculated as capital employed
less total lease liabilities.
16. Inventory/ Keys = Number of rooms in the Company’s portfolio at the end of the relevant year.
17. Number of hotels are the total number of operational hotels during the relevant year.
18. Average Room Rate is calculated as room revenues during a given year divided by total number of room nights sold in that year.
19. Average occupancy is calculated as total room nights sold during a relevant year divided by the total available room nights during the
same year.
20. Revenue per Available Room is calculated by multiplying the Average Room Rate by the Average Occupancy for that year.
21. Staff per room is calculated by employees/staffs (excluding contractual employees) engaged during the year divided by number of hotel
rooms for the same year
For details of our other operating metrics disclosed elsewhere in this Red Herring Prospectus, see “Our Business” and
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 188 and 322,
respectively.
H. Description on the historic use of the KPIs by our Company to analyse, track or monitor the operational and/or
financial performance of our Company
In evaluating our business, we consider and use certain KPIs, as presented above, as a supplemental measure to review
and assess our financial and operating performance. The presentation of these KPIs is not intended to be considered in
isolation or as a substitute for the Restated Consolidated Summary Statements. We use these KPIs to evaluate our
financial and operating performance. Some of these KPIs are not defined under Ind AS and are not presented in
accordance with Ind AS. These KPIs have limitations as analytical tools.
Further, these KPIs may differ from the similar information used by other companies and hence their comparability
may be limited. Therefore, these metrics should not be considered in isolation or construed as an alternative to Ind AS
measures of performance or as an indicator of our operating performance, liquidity, profitability or results of operation.
Although these KPIs are not a measure of performance calculated in accordance with applicable accounting standards,
our Company’s management believes that it provides an additional tool for investors to use in evaluating our ongoing
operating results and trends and in comparing our financial results with other companies in our industry because it
provides consistency and comparability with past financial performance, when taken collectively with financial
measures prepared in accordance with Ind AS.
Investors are encouraged to review the Ind AS financial measures and to not rely on any single financial or operational
metric to evaluate our business. The list of our KPIs along with brief explanation of the relevance of the KPI for our
business operations are set forth below.
Sr. Key performance indicators Information / Explanations
No.
1. Total income Total income represents the scale of our business as well as provides information
regarding operating and non-operating income
2. Total income growth (%) Total income growth (%) provides information regarding the growth of our
business for the respective year
3. Revenue from operations Revenue from operations is used by our management to track the revenue of our
business operations and in turn helps assess the overall financial performance of
our Company and size of our operations
4. Revenue Growth (%) Revenue growth (%) represents year-on-year growth of our business operations
in terms of revenue from operations generated by us
5. F&B revenue F&B revenue is used by our management to track the revenue profile of our food
and beverage business
6. F&B revenue contribution (As a % F&B revenue contribution (As a % of revenue from operations) is used by our
of revenue from operations) management to track the contribution of our food and beverage business to the
overall business operations
7. EBITDA EBITDA provides information regarding the operational efficiency of our
business
8. EBITDA growth (%) EBITDA growth (%) represents year-on-year growth of our business operations
in terms of EBITDA generated by us
128Sr. Key performance indicators Information / Explanations
No.
9. EBITDA margin (%) EBITDA margin (%) is an indicator of the operational profitability and financial
performance of our business
10. Profit / (loss) for the year Profit/ (loss) for the year provides information regarding the overall profitability
or loss of our business
11. Profit/(loss) margin for the year (%) Profit/(loss) margin for the (%) is an indicator of the overall profitability and
financial performance of our business
12. Net borrowings Net borrowings provides information regarding the leverage and liquidity profile
and is used to track the net debt of our Company. For further details see “Other
Financial Information” on page 319
13. Net borrowings/ total equity Net borrowings/ total equity provides information regarding the leverage of the
Company as against the total equity to track financial health of the Company
14. Employee benefit expense (as a % Employee benefit expenses (as a % of Total Income) includes all employee
of Total Income) expenses at the hotel and corporate level. This metric is an indicator of cost
efficiencies built-in our business
15. Return on adjusted capital Return on adjusted capital employed is to measure how efficiently our Company
employed utilizes its capital to generate profit
16. Inventory/ Keys Inventory/Keys refers to the number of rooms in our portfolio at the end of the
relevant year
17. Number of hotels Number of hotels is the measure of our portfolio size
18. Average room rate Average room rate is a key measure of the rate (INR/ room revenue/ rooms sold)
at which we offer our inventory and is a key parameter for our revenue generation
19. Average occupancy Average occupancy for our hotels is a measure of our revenue generation
capabilities over a period of time
20. RevPAR RevPAR is a key measure of the rate (₹/ room revenue/ rooms available) which
we generate for our overall inventory.
21. Staff per room ratio Staff per room ratio measures hotel's operational efficiency and guest satisfaction
129I. Comparison of its KPI with Listed Industry Peers
Key performance indicators Brigade Hotel Ventures Limited Chalet Hotels Limited Samhi Hotels Limited Juniper Hotels Limited
Units FY 2025 FY FY FY 2025 FY 2024 FY 2023 FY 2025 FY 2024 FY 2023 FY 2025 FY 2024 FY 2023
2024 2023
Total income(1) ₹ in
4,706.80 4,048.50 3,564.10 17,541.22 14,370.38 11,779.54 11,496.79 9,787.26 7,614.20 9,756.12 8,263.06 7,172.88
million
Total income growth (%)(2) % 16.26% 13.59% NA 22.07% 21.99% NA 17.47% 28.54% NA 18.07% 15.20% NA
Revenue from operations(3) ₹ in
4,682.50 4,017.00 3,502.20 17,178.25 14,172.52 11,284.67 11,300.07 9,573.93 7,385.70 9,442.73 8,176.63 6,668.54
million
Revenue Growth (%)(4) % 16.57% 14.70% NA 21.21% 25.59% NA 18.03% 29.63% NA 15.48% 22.61% NA
F&B revenue(5) ₹ in
1,533.29 1,272.68 1,096.23 4,545.00 4,008.13 3,385.90 NA 2,401.72 1,820.38 2,870.00 2,470.00 2,023.61
million
F&B revenue contribution (As a % of revenue from operations)(6) % 32.75% 31.68% 31.30% 26.46% 28.28% 30.00% NA 25.09% 24.65% 30.39% 30.21% 30.35%
EBITDA(7) ₹ in
1,668.70 1,446.10 1,139.80 7,722.00 6,044.00 5,023.00 4,257.00 2,879.00 2,606.00 3,681.00 3,197.00 3,223.62
million
EBITDA growth (%)(8) % 15.39% 26.87% NA 27.76% 20.33% NA 47.86% 10.48% NA 15.14% (0.83%) NA
EBITDA margin (%)(9) % 35.45% 35.72% 31.98% 44.02% 42.06% 42.64% 37.03% 29.42% 34.23% 37.73% 38.69% 44.94%
Profit / (loss) for the year(10) ₹ in
236.60 311.40 (30.90) 1,424.94 2,781.81 1,832.90 855.00 (2,346.18) (3,385.86) 712.89 237.98 (14.97)
million
Profit/(loss) margin for the year (%)11) % 5.03% 7.69% (0.87%) 8.12% 19.36% 15.56% 7.44% (23.97%) (44.47%) 7.31% 2.88% (0.21%)
Net borrowings(12) ₹ in
5,949.60 5,809.30 6,014.90 19,909.00 25,086.00 24,368.00 19,669.00 18,242.00 28,339.00 NA 9,131.78 24,940.65
million
Net borrowings/ total equity(13) Number 5.81 7.35 12.58 0.65 1.45 1.67 NA NA NA 0.30 0.10 5.74
Employee benefit expense (As a % of Total Income)(14) % 18.34% 18.84% 17.76% 13.20% 12.80% 12.00% NA NA NA NA NA 13.79%
Return on adjusted capital employed(15) % 16.27% 14.84% 9.50% NA 12.10% 13.50% NA NA NA NA NA NA
Inventory/ Keys(16) Number 1,604 1,474 1,474 3,314 3,052 2,634 4,948.00 4,801 3,839 2,115.00 1,895 1,406
Number of hotels(17) Number 9 8 8 11 10 9 34 31 25 8 7 4
Average room rate(18) ₹ 6,693.59 6,387.58 5,943.57 12,094.00 10,718.44 9,169.00 6,406.00 5,718.00 5,069.00 10,988.00 1 0,165.00 9,002.00
Average occupancy(19) % 76.76% 73.29% 69.59% 73.00% 73.00% 72.00% 74.00% 73.00% 71.67% 74.00% 75.00% 75.74%
RevPAR(20) ₹ 5,138.18 4,681.17 4,136.34 8,781.00 7,776.00 6,605.00 5,015.00 4,123.00 3,632.00 8,165.00 7,645.00 7,479.43
Staff to room ratio(21) Number 0.74 0.74 0.66 1.01 0.93 0.93 NA NA NA NA NA NA
Key performance indicators Indian Hotels Company Limited EIH Limited Lemon Tree Hotels Limited Apeejay Surrendra Park Hotels
Units
FY 2025 FY 2024 FY 2023 FY 2025 FY 2024 FY 2023 FY 2025 FY 2024 FY 2023 FY 2025 FY 2024 FY 2023
Total income(1) ₹ in
85,650.00 69,516.70 59,488.10 28,795.10 26,259.74 20,964.07 12,884.12 1 0,767.62 8,785.66 6,533.50 5,917.10 5,244.30
million
Total income growth (%)(2) % 23.21% 16.86% NA 9.65% 25.26% NA 19.66% 22.56% NA 10.42% 12.83% NA
Revenue from operations(3) ₹ in
83,345.40 67,687.50 58,099.10 27,431.50 25,112.71 20,188.07 12,860.78 1 0,711.23 8,749.89 6,314.50 5,789.70 5,061.30
million
Revenue Growth (%)(4) % 23.13% 16.50% NA 9.23% 24.39% NA 20.07% 22.42% NA 9.06% 14.39% NA
F&B revenue(5) ₹ in
26,020.00 23,861.20 21,348.20 NA 9,535.21 7,569.28 NA 1,400.61 1,144.05 2,660.00 2,508.80 2,280.26
million
F&B revenue contribution (As a % of revenue from operations)(6) % 31.22% 35.25% 36.74% NA 37.97% 37.49% NA 13.08% 13.08% 42.13% 43.33% 45.05%
EBITDA(7) ₹ in
30,000.00 23,400.00 19,430.00 11,534.00 10,420.00 6,750.00 6,366.00 5,288.80 4,559.30 2,260.00 2,050.00 1,770.95
million
EBITDA growth (%)(8) % 28.21% 20.43% NA 10.69% 54.37% NA 20.37% 16.00% NA 10.24% 15.76% NA
130Key performance indicators Indian Hotels Company Limited EIH Limited Lemon Tree Hotels Limited Apeejay Surrendra Park Hotels
Units
FY 2025 FY 2024 FY 2023 FY 2025 FY 2024 FY 2023 FY 2025 FY 2024 FY 2023 FY 2025 FY 2024 FY 2023
EBITDA margin (%)(9) % 35.03% 33.66% 32.66% 40.06% 39.68% 32.20% 49.41% 49.12% 51.89% 34.59% 34.65% 33.77%
Profit / (loss) for the year(10) ₹ in
20,380.90 13,302.40 10,528.30 7,699.00 6,777.05 3,290.97 2,431.45 1,817.07 1,405.40 836.00 687.70 480.62
million
Profit/(loss) margin for the year (%)11) % 23.80% 19.14% 17.70% 26.74% 25.81% 15.70% 18.87% 16.88% 16.00% 12.80% 11.62% 9.16%
Net borrowings(12) ₹ in
(28,500.00) (19,457.90) (9,874.30) NA 1,147.21 1,519.30 NA 19,413.57 17,888.44 (40.00) (261.20) 5,500.10
million
Net borrowings/ total equity(13) Number NA NA NA NA 0.03 0.04 NA NA NA NA NA 0.99
Employee benefit expense (As a % of Total Income)(14) % NA 26.00% 26.60% NA NA NA 17.00% 17.40% 17.00% NA NA 18.97%
Return on adjusted capital employed(15) % 17.30% 15.12% 12.96% NA NA NA 13.90% 12.25% 11.20% NA NA NA
Inventory/ Keys(16)
Number 26,494 24,136 21,686 4,205.00 4,269 4,269 10,269.00 9,858 8,382 2,395 2,009
2,394.00
Number of hotels(17) Number 243 218 188 30 30 30 111 104 88 35 33 25
Average room rate(18) ₹ 17,216.00 15,414.00 13,736.00 NA NA NA 6,381.00 5,876.00 5,340.00 NA 6,699.00 6,070.51
Average occupancy(19) % 78.10% 77.00% 72.00% NA NA NA 71.70% 70.00% 68.00% NA 92.10% 91.77%
RevPAR(20) ₹ 13,448.00 11,821.00 9,851.00 NA NA NA NA 4,103.00 3,636.00 NA 6,170.00 5,571.00
Staff to room ratio(21) Number NA NA NA NA NA NA NA NA NA NA NA NA
Key performance indicators Ventive Hospitality Limited ITC Hotels Limited Schloss Bangalore Limited
Units
FY 2025 FY 2024 FY 2023 FY 2025 FY 2024 FY 2023 FY 2025 FY 2024 FY 2023
Total income(1) ₹ in
21,595.00 19,073.78 17,621.87 36,261.10 30,690.00 26,530.00 14,065.56 12,265.00 9,032.67
million
Total income growth (%)(2) % 13.22% 8.24% NA 18.15% 15.68% NA 14.68% 35.78% NA
Revenue from operations(3) ₹ in
20,784.00 18,420.66 16,993.74 35,598.10 30,340.00 26,290.00 13,005.73 11,714.53 8,600.58
million
Revenue Growth (%)(4) % 12.83% 8.40% NA 17.33% 15.41% NA 11.02% 36.21% NA
F&B revenue(5) ₹ in
5,490.00 4,815.08 4,454.28 NA NA NA 4,781.73 4,317.12 3,305.98
million
F&B revenue contribution (As a % of revenue from operations)(6) % 26.41% 26.14% 26.21% 40.00% 40.00% 42.00% 36.77% 36.85% 38.44%
EBITDA(7) ₹ in
10,124.00 8,697.75 7,711.21 12,110.00 10,040.00 8,080.00 7,001.68 6,000.26 4,236.29
million
EBITDA growth (%)(8) % 16.40% 12.79% NA 20.62% 24.26% NA 16.69% 41.64% NA
EBITDA margin (%)(9) % 46.88% 45.60% 43.76% 33.40% 32.71% 30.46% 49.78% 48.92% 46.90%
Profit / (loss) for the year(10) ₹ in
483.00 (667.46) 156.75 6,376.40 NA NA 476.58 (21.27) (616.79)
million
Profit/(loss) margin for the year (%)11) % 2.24% (3.50%) 0.89% 17.58% NA NA 3.39% (0.17%) (6.83%)
Net borrowings(12) ₹ in
17,451.00 34,071.00 33,623.58 NA NA NA 38,535.32 43,794.98 9,119.54
million
Net borrowings/ total equity(13) Number 0.40 1.2 0.92 NA NA NA 1.07 (1.55) (1.56)
Employee benefit expense (As a % of Total Income)(14) % NA 14.31% 14.40% NA NA NA 19.43% 19.10% 19.17%
Return on adjusted capital employed(15) % NA NA NA NA NA NA NA NA NA
Inventory/ Keys(16) Number 2,036 2,036 1,869 13,382.00 12,279 11,577 3,553 3,382 3,382
Number of hotels(17) Number 11 11 10 143.00 134 121 13 12 12
Average room rate(18) 19,975.99 17,992.55 12,000.00 10,000.00 16,408.67 15,212.77 12,819.85
₹
20,769.00 12,500.00
131Key performance indicators Ventive Hospitality Limited ITC Hotels Limited Schloss Bangalore Limited
Units
FY 2025 FY 2024 FY 2023 FY 2025 FY 2024 FY 2023 FY 2025 FY 2024 FY 2023
Average occupancy(19) % 64.00% 59.47% 63.67% 73.00% 69.00% 69.00% 65.19% 63.05% 61.06%
RevPAR(20) ₹ 13,293.00 11,880.69 11,456.44 NA NA NA 10,696.34 9,592.29 7,828.02
Staff to room ratio(21) NA NA NA NA NA NA NA NA NA
Computation of our KPIs: The definitions and method of calculation/computation of our KPIs have been disclosed under “Description on the historic use of the KPIs by our Company to analyse, track or monitor the operational and/or
financial performance of our Company” set forth above.
(1)All the financial for the industry peers mentioned above is on a consolidated basis and is sourced from the annual reports, unaudited financial results and investor presentations as available of the respective company for the relevant year
submitted to the Stock Exchanges. The financial information for Ventive Hospitality Limited for Fiscals 2025, 2024 and 2023 is basis the proforma financial information and for Fiscal 2024 and 2023 is sourced from its prospectus dated
December 24, 2024. The financial information for ITC Hotels Limited is basis the Information Memorandum dated January 22, 2025 and audited financial results and investor presentations as available for the relevant year submitted to the
Stock Exchanges. The financial information for Schloss Bangalore Limited is basis the Prospectus filed by the Company dated May 20, 2025.
(2) NA’ refers to Not Applicable where the financial information is unavailable i.e. not reported by the industry peers in either their annual reports, unaudited financial results and investor presentations as submitted to the Stock Exchanges.
(3) For Chalet Hotels Limited, the reported Net debt does not include preference shares and inter corporate deposits. For Juniper Hotels Limited, the reported Net debt includes Lease Liabilities and interest accrued but not due. For The
Indian Hotels Company Limited, the reported ARR, Average Occupancy and RevPAR is on Standalone basis. For EIH Limited, the reported Net debt represents borrowings and lease liabilities less cash and cash equivalents. For ITC Hotels
Limited, the reported number of keys in Investor Presentation of Q3 FY2025 are as on January 31, 2025.
(4) Revenue from Food & Beverages for IHCL also includes banqueting income
(5) For Juniper Hotels, keys & RevPAR include its subsidiary CHHPL
(6) For EIH Limited, no. of hotels include number of cruise & motor vessels, if any
(7) or IHCL, Average Room Rate is on Standalone basis. For Ventive Hospitality Average Room Rate is for Indian Hospitality Business. For Juniper, Average room rate is including its subsidiary CHHPL.
(8) For ITC Hotels Limited, the reported ARR, Average Occupancy and RevPAR is for Owned hotels.
(9) For EIH, average occupancy is not calculable as data is not published. For IHCL, Average occupancy is on Standalone basis. For Ventive Hospitality Average Occupancy is for Indian Hospitality Business. For Juniper, average occupancy
is including its subsidiary CHHPL
(10) For Schloss Bangalore Limited, keys and number of hotels is at the end of each of the respective periods and includes a franchise hotel The Leela Mumbai with 394 keys as of March 31, 2024 and March 31, 2023, and 398 keys as of
March 31, 2025.
132J. Comparison of KPIs based on additions or dispositions to our business
Our Company has not undertaken any material acquisition or disposition of assets / business during the years that are
covered by the KPIs and accordingly, no comparison of KPIs over time based on additions or dispositions to the business,
have been provided.
Weighted average cost of acquisition (“WACA”), floor price and cap price
Price per share of our Company (as adjusted for corporate actions, including bonus issuance) based on primary
issuances of Equity Shares or convertible securities during the 18 months preceding the date of this Red Herring
Prospectus, where such issuance is equal to or more than 5% of the fully-diluted paid-up share capital of our
Company in a single transaction or multiple transactions combined together over a span of rolling 30 days
(“Primary Issuances”)
Except as disclosed below, our Company has not issued any Equity Shares or Preference Shares during the 18 months
preceding the date of this Red Herring Prospectus, where such issuance is equal to or more that 5% of the fully diluted
paid-up share capital of our Company (calculated based on the pre-Issue capital before such transaction(s)), in a single
transaction or multiple transactions combined together over a span of rolling 30 days.
Date of Name of Number. of Face Issue price Nature of Nature of Total
allotment allottee Equity Value per Equity allotment consideration consideration
Shares (₹) Share (₹) (in ₹ million)#
transacted (Adjusted
(Adjusted for bonus
for bonus issue)
issue)
May 10, Brigade 280,430,000 10 10* Conversion of NA 2,804.30*
2024 Enterprises 0.01%
Limited Optionally
Convertible
Redeemable
Preference
Shares into
Equity Shares of
face value ₹ 10 in
the ratio of 10
Equity Shares for
each OCRPS
held
* Pursuant to the Scheme of Arrangement, the Company issued 28,043,000 Optionally Convertible Redeemable Preference Shares of face value of ₹ 100
each (“OCRPS”) of the Company against the transfer of hotel business undertaking of BEL. With effect from May 10, 2024, pursuant to the option
exercised by BEL, the holder of the OCRPS, and approval of the Board of Directors of the Company, 28,043,000 OCRPS have been converted to
280,430,000 equity shares of the Company of ₹ 10 each at a ratio of 1:10 (i.e., 10 Equity Shares issued for every 1 OCRPS held by BEL). For details of
the technical issues in relation to filing Forms SH-7 and the ratification of the abovementioned allotment, see “Risk Factor – 29. There may be delays in
completing certain of our statutory and regulatory filings. We cannot assure you that no actions, regulatory or otherwise, will be initiated against our
Company in the future in relation to such delays, which could adversely affect our financial condition, results of operations and reputation” on page 53.
# As certified by Manian & Rao, by way of their certificate dated July 18, 2025.
K. Price per share of our Company (as adjusted for corporate actions, including bonus issuances) based on secondary
sale or acquisition of equity shares or convertible securities (excluding gifts) involving our Promoter, members of
the Promoter Group during the 18 months preceding the date of filing of this Red Herring Prospectus, where the
acquisition or sale is equal to or more than 5% of the paid-up share capital of our Company (calculated based on
the pre-issue capital before such transaction/s), in a single transaction or multiple transactions combined together
over a span of rolling 30 days (“Secondary Transactions”)
There have been no secondary sale/ acquisitions of Equity Shares or Preference Shares, where the Shareholder(s) having
the right to nominate Director(s) on our Board, are a party to the transaction, during the 18 months preceding the date of
this Red Herring Prospectus, where either acquisition or sale is equal to or more than 5% of the fully diluted paid up share
capital of our Company (calculated based on the pre-Issue capital before such transaction/s), in a single transaction or
multiple transactions combined together over a span of rolling 30 days:
Date of Nature of Number of Adjusted Transaction as a % Price per Adjusted Total
Allotment allotment Equity Number of of fully diluted Equity Price per Consideration
Shares Equity capital of the Share (in Equity (₹ in million)
allotted Shares Company* ₹) Share
NA NA NA NA NA NA NA NA
133*As certified by Manian & Rao, Chartered Accountants, by way of their certificate dated July 18, 2025.
L. The Floor Price is [●] times and the Cap Price is [●] times the weighted average cost of acquisition at which the
Equity Shares were issued by our Company, or acquired or sold by our Promoter or the Promoter Group in the
last 18 months preceding the date of this Red Herring Prospectus are disclosed below:
Past Transactions Weighted average cost Floor Price Cap
of acquisition (in ₹)* Price
(in ₹)# (in ₹)*
Conversion of 0.01% Optionally Convertible Redeemable Preference Shares 10.00^ Not applicable at this
into Equity Shares of face value ₹ 10 in the ratio of 10 Equity Shares for each stage
OCRPS held
* To be updated at Prospectus stage
^ Pursuant to the Scheme of Arrangement, the Company issued 28,043,000 Optionally Convertible Redeemable Preference Shares of face value of ₹ 100
each (“OCRPS”) of the Company against the transfer of hotel business undertaking of BEL. With effect from May 10, 2024, pursuant to the option
exercised by BEL, the holder of the OCRPS, and approval of the Board of Directors of the Company, 28,043,000 OCRPS have been converted to
280,430,000 equity shares of the Company of ₹ 10 each at a ratio of 1:10 (i.e., 10 Equity Shares issued for every 1 OCRPS held by BEL). For details of
the technical issues in relation to filing Forms SH-7 and the ratification of the abovementioned allotment, see “Risk Factor – 29. There may be delays in
completing certain of our statutory and regulatory filings. We cannot assure you that no actions, regulatory or otherwise, will be initiated against our
Company in the future in relation to such delays, which could adversely affect our financial condition, results of operations and reputation” on page 53.
# As certified by Manian & Rao, Chartered Accountants by way of their certificate dated July 18, 2025.
M. Justification for Basis of Issue price
1. The following provides an explanation to the Cap Price being [●] times of weighted average cost of acquisition
of Equity Shares that were issued by our Company or acquired or sold by our Promoter or the Promoter Group
by way of primary and secondary transactions in the last 18 months preceding the date of this Red Herring
Prospectus compared to our Company’s KPIs and financial ratios for the Financial Years ended March 31,
2025, 2024 and 2023
[●]*
*To be updated upon finalization of Price Band
2. The following provides an explanation to the Cap Price being [●] times of weighted average cost of acquisition
of Equity Shares that were issued by our Company or acquired by our Promoter or the Promoter Group by
way of primary and secondary transactions in the last 18 months preceding the date of this Red Herring
Prospectus in view of external factors, if any
[●]*
*To be updated upon finalization of Price Band
Justification of the Cap Price
[●]*
The Issue Price is [●] times of the face value of the Equity Shares.
The Issue Price of ₹ [●] has been determined by our Company in consultation with the BRLMs, on the basis of market demand from
investors for Equity Shares of face value ₹10 each through the Book Building Process. Investors should read the above-mentioned
information along with “Risk Factors”, “Our Business”, “Restated Consolidated Summary Statements” and “Management’s
Discussion and Analysis of Financial Condition and Results of Operations” on pages 31, 188, 254 and 322, respectively, to have a
more informed view.
134STATEMENT OF SPECIAL TAX BENEFITS
STATEMENT OF SPECIAL TAX BENEFITS AVAILABLE TO THE COMPANY AND TO ITS SHAREHOLDERS UNDER
THE APPLICABLE TAX LAWS IN INDIA
The Board of Directors
Brigade Hotel Ventures Limited
29th & 30th floors, World Trade Center, Brigade Gateway Campus,
Dr. Rajkumar Road, Malleswaram-Rajajinagar, Bangalore - 560055
Dear Sirs,
Statement of Special Tax Benefits available to Brigade Hotel Ventures Limited and to its shareholders under the Indian tax laws
1. We hereby confirm that the enclosed Annexures, prepared by Brigade Hotel Ventures Limited (‘the Company’), provides the special
tax benefits available to the Company and to the shareholders of the Company under the Income-tax Act, 1961 (‘the Act’), as amended,
i.e. applicable for the Financial Year 2025-26 relevant to the assessment year 2026-27 and presently in force in India (referred as
“Direct Tax Laws”) (“Annexure 1”) and the Central Goods and Services Tax Act, 2017 / the Integrated Goods and Services Tax Act,
2017 / relevant State Goods and Services Tax Act, 2017 read with Rules, Circulars and Notifications prescribed thereunder (“GST
Law”), the Customs Act, 1962, the Customs Tariff Act, 1975 read with Rules, Circulars, and Notifications prescribed thereunder
(“Customs law”) and the Foreign Trade (Development and Regulation) Act,1992, Foreign Trade Policy 2015-2020, Foreign Trade
Policy 2023 read with Procedures, Public/ Trade Notices, and Notifications prescribed thereunder (“FTP”), as amended, and presently
in force in India (collectively referred as “Indirect Tax Laws”) (“Annexure 2”). The Direct Tax Laws and the Indirect Tax Laws, as
defined above, are collectively referred to as the “Tax Laws”. Several of these benefits are dependent on the Company or its
shareholders fulfilling the conditions prescribed under the relevant provisions of the Tax Laws. Hence, the ability of the Company
and its shareholders to derive the tax benefits is dependent upon their fulfilling such conditions which, based on business imperatives
the Company faces in the future, the Company or its shareholders may or may not choose to fulfil.
2. The benefits discussed in the enclosed Annexures are not exhaustive and the preparation of the contents stated is the responsibility of
the Company’s management. We are informed that this statement is only intended to provide general information to the investors and
is neither designed nor intended to be a substitute for professional tax advice. In view of the individual nature of the tax consequences
and the changing tax laws, each investor is advised to consult his or her own tax consultant with respect to the specific tax implications
arising out of their participation in the proposed initial public offer of the equity shares of the Company (the “Proposed IPO”).
3. We do not express any opinion or provide any assurance as to whether:
i) the Company or its shareholders will continue to obtain these benefits in future;
ii) the conditions prescribed for availing the benefits have been / would be met with; and
iii) the revenue authorities/courts will concur with the views expressed herein.
4. The contents of the enclosed Annexures are based on information, explanations and representations obtained from the Company and
on the basis of their understanding of the business activities and operations of the Company.
5. This statement is issued solely in connection with the Proposed IPO of the Company and is not to be used, referred to or distributed for
any other purpose. We have no responsibility to update this statement for events and circumstances occurring after the date of this
statement.
For S.R. Batliboi & Associates LLP
Chartered Accountants
ICAI Firm registration number: 101049W/E300004
per Sudhir Kumar Jain
Partner
Membership number: 213157
UDIN: 25213157BMNZER6458
Place: Bengaluru
Date: July 07, 2025
135ANNEXURE 1
STATEMENT OF SPECIAL TAX BENEFITS AVAILABLE TO THE COMPANY AND TO THE SHAREHOLDERS OF THE
COMPANY UNDER THE DIRECT TAX LAWS
Outlined below are the special tax benefits available to the Company and to its shareholders under the Income-tax Act, 1961 (‘the Act’) as
amended by the Finance Act 2025, i.e., applicable for the Financial Year 2025-26 relevant to the Assessment Year 2026-27, as amended
and presently in force in India (together, the “Direct Tax Laws”).
A. SPECIAL DIRECT TAX BENEFITS AVAILABLE TO THE COMPANY
1. Lower corporate tax rate under section 115BAA of the Income Tax Act, 1961
A new section 115BAA has been inserted in the Act by the Taxation Laws (Amendment) Act, 2019 (“the Amendment Act, 2019”)
w.e.f. April 1, 2020 (A.Y. 2020-21). Section 115BAA grants an option to a domestic company to be governed by the section from a
particular assessment year. If a company opts for section 115BAA of the Act, it can pay corporate tax at a reduced rate of 25.168%
(22% plus surcharge of 10% and education cess of 4%). Section 115BAA of the Act further provides that domestic companies availing
the option will not be required to pay Minimum Alternate Tax (MAT) on their ‘book profits’ under section 115JB of the Act.
However, such a company will no longer be eligible to avail specified exemptions/ incentives under the Act and will also need to
comply with the other conditions specified in section 115BAA. Also, if a company opts for section 115BAA, the tax credit (under
section 115JAA), if any, which it is entitled to on account of MAT paid in earlier years, will no longer be available. Further, it shall
not be allowed to claim set-off of any brought forward loss arising to it on account of additional depreciation and other specified
incentives.
The Company has evaluated and opted for the lower corporate tax rate of 25.168% (prescribed under section 115BAA of the Act)
with effect from Assessment Year 2024-25.
2. Deduction in respect of inter-corporate dividends – Section 80M of the Income Tax Act, 1961
Up to 31st March 2020, any dividend paid to a shareholder by a company was liable to Dividend Distribution Tax (“DDT”), and the
recipient shareholder was exempt from tax under section 10(34) of the Act. Pursuant to the amendment made by the Finance Act,
2020, DDT stands abolished, and dividend received by a shareholder on or after 1st April 2020 is liable to tax in the hands of the
shareholder. The Company is required to deduct Tax Deducted at Source (“TDS”) at applicable rate specified under the Act read with
applicable Double Taxation Avoidance Agreement (if any).
With respect to a resident corporate shareholder, a new section 80M has been inserted in the Act to remove the cascading effect of
taxes on inter-corporate dividends during FY 2020-21 and thereafter. The section provides that where the gross total income of a
domestic company in any previous year includes any income by way of dividends from any other domestic company or a foreign
company or a business trust, there shall, in accordance with and subject to the provisions of this section, be allowed in computing the
total income of such domestic company, a deduction of an amount equal to so much of the amount of income by way of dividends
received from such other domestic company or foreign company or business trust as does not exceed the amount of dividend
distributed by it on or before the due date. The “due date” means the date one month prior to the date for furnishing the return of
income under sub-section (1) of section 139 of the Act.
3. Buyback of shares – Section 115QA of the Income Tax Act, 1961
Any amount distributed by the Company pursuant to buyback of shares undertaken prior to October 1, 2024, from its shareholders
shall be liable to buyback tax at 23.296% in the hands of the Company on distributed income (buyback price less issue price). Further,
such transaction shall be exempt in the hands of the shareholders under section 10(34A) of the Act.
Pursuant to amendment in Finance Act (No.2) 2024, the provisions of section 115QA shall not apply for buy back of shares which
takes place on or after October 01, 2024. Thus, there would be no tax on buy back for the Company effective from October 01, 2024.
Further, the Company is required to withhold tax at 10% provided the aggregate amount of dividend to the resident shareholders
exceeds ₹ 5,000 during the financial year. Further, for non-resident shareholders tax shall be withheld at 20, subject to benefit under
Double Taxation Avoidance Agreement.
B. SPECIAL DIRECT TAX BENEFITS AVAILABLE TO THE SHAREHOLDERS OF THE COMPANY
1. Dividend income earned by the shareholders would be taxable in their hands at the applicable rates for resident shareholders. Further,
as per Section 115A of the Act, a non-resident (not being a company) or of a foreign company, includes any income by way of
Dividend, the amount of income-tax calculated on the amount of income by way of dividends shall be at the rate of 20% subject to
fulfilment of prescribed conditions under the Act.
1362. In case of domestic corporate shareholders, deduction from dividend income would be available under Section 80M of the Act on
fulfilling the conditions (as discussed above). Further, in case of shareholders who are individuals, Hindu Undivided Family,
Association of Persons, Body of Individuals, whether incorporated or not, surcharge would be restricted to 15% (instead of peak
surcharge rate of 37%), irrespective of the amount of dividend.
3. In case of dividend income earned by domestic shareholders, reported under the head “Income from other sources”, shall be computed
after making deduction of a sum paid by way of interest on the capital borrowed for the purpose of investment. However, no deduction
shall be allowed from the dividend income, other than deduction on account of interest expense, and in any previous year such
deduction shall not exceed 20% of the dividend income under section 57 of the Act. Further, no deduction shall be available against
dividend income resulting from buy-back of shares.
4. As per Section 112A of the Act, long-term capital gains arising from transfer of an equity share, or a unit of an equity-oriented fund
or a unit of a business trust, which takes place before July 23, 2024, shall be taxed at 10% (without indexation) of such capital gains
subject to fulfilment of prescribed conditions under the Act and Notification No. 60/2018/F.O.370142/9/2017-TPL dated 1 October
2018. It is worthwhile to note that tax shall be levied where such capital gains exceed ₹ 1,00,000.
Pursuant to amendment in Finance Act (No.2) 2024, long term capital gains arising from the transfer of above securities, which takes
place on or after July 23, 2024 will be taxable at 12.5% (without indexation). Further, tax shall be levied where such capital gains
exceed ₹ 1,25,000.
5. Section 112 of the Act provides for taxation of long-term capital gains. In case of a domestic company/ resident, amount of income-
tax on long-term capital gains arising from the transfer of a capital asset which takes place before July 23, 2024 shall be computed at
the rate of 20%.
In case of non-resident (not being a company) or a foreign company, the amount of income-tax on long-term capital gains arising
from the transfer of a capital asset (being unlisted securities or shares of a company not being a company in which the public are
substantially interested), which takes place before July 23, 2024 shall be calculated at the rate of 10% without giving effect to the
first and second proviso to section 48.
Further, where the tax payable is payable in respect of any income arising from the transfer of a long-term capital asset, being listed
securities or zero-coupon bond, which takes place before July 23, 2024 then such income will be subject to tax at the rate of 10% of
the amount of capital gains before giving effect to the provisions of the second proviso to section 48.
Pursuant to amendment in Finance Act (No.2) 2024, long term capital gains arising from the transfer of above securities, which takes
place on or after July 23, 2024 will be taxable at 12.5% (without indexation). Further, in case of non-resident, capital gain shall be
computed without giving effect to first and second proviso to section 48, except in case listed securities or zero-coupon bond, where
first proviso of section 48 is available.
Further, post enactment of Finance Act (No.2) 2024, capital gains arising from transfer of capital assets held for more than 12 months
shall be considered as Long term capital gain, else short term capital gain.
6. As per Section 111A of the Act, short term capital gains arising from transfer of an equity share, or a unit of an equity-oriented fund
or a unit of a business trust which takes place before July 23, 2024 shall be taxed at 15% subject to fulfilment of prescribed conditions
under the Act.
Pursuant to amendment in Finance Act (No.2) 2024, short term capital gains arising from the transfer of above securities, which takes
place on or after July 23, 2024 will be taxable at 20%.
7. Any payment received by the shareholders from the Company pursuant to buyback of shares undertaken prior to October 1, 2024
shall be exempt under section 10(34A) of the Act. Pursuant to amendment in Finance Act (No.2) 2024, any payment received by the
shareholders from the Company on or after October 1, 2024 on account of buy back of shares shall be taxable as dividend as per
newly introduced section 2(22)(f). Also, no deduction from such dividend income shall be allowed.
Further, section 46A deems full value of sale consideration of shares bought back as nil and consequently, cost of acquisition of
shares bought back would be allowed as capital loss unless such shares are held as stock-in-trade. In case, such shares are held as
stock-in-trade, cost of acquisition of shares bought back shall be allowed as business loss. In addition, such loss shall be allowed to
be carried forward and set off, subject to provisions of section 74 and section 72 of the Act, as the case may be.
8. In respect of non-resident shareholders, the tax rates, and the consequent taxation (in relation to capital gains, dividends etc.) shall be
further subject to any benefits available under the applicable Double Taxation Avoidance Agreement, if any, between India and the
country in which the non-resident has fiscal domicile.
Notes:
1371. The above statement of direct tax benefits sets out the special tax benefits available to the Company and to its shareholders under the
Direct Tax Laws.
2. This statement does not discuss any tax consequences in the country outside India of an investment in the Shares. The subscribers of
the Shares in the country other than India are urged to consult their own professional advisers regarding income-tax consequences
that apply to them.
3. In respect of non-residents, the tax rates and the consequent taxation mentioned above may be further subject to any benefits available
under the applicable Double Taxation Avoidance Agreement, if any, between India and the country in which the non-resident has
fiscal domicile.
4. This statement covers only above-mentioned tax laws benefits and does not cover any indirect tax law benefits or benefit under any
other law.
5. These special tax benefits are dependent on the Company/shareholders fulfilling the prescribed conditions under the relevant
provisions of the above-mentioned tax laws. Hence the ability of the Company/shareholders to derive the said tax benefits is
dependent upon fulfilling such conditions.
6. The special tax benefits discussed in this statement are not exhaustive and is intended only to provide general information to the
investors and is neither designed nor intended to be a substitute for professional tax advice. In view of the individual nature of tax
consequences and the changing tax laws, each investor is advised to consult his/her own tax advisor with respect to specific tax
consequences of his/ her investment in the shares of the Company.
7. This statement is based on the facts and assumptions as indicated in this statement. No assurance is given that the revenue
authorities/courts will concur with the views expressed herein. This statement is based on the existing provisions of law and its
interpretation, which are subject to change from time to time. We do not assume responsibility to update the views consequent to
such changes.
For Brigade Hotel Ventures Limited
Chief Financial Officer
Place: Bengaluru
Date: July 07, 2025
138ANNEXURE 2
STATEMENT OF SPECIAL TAX BENEFITS AVAILABLE TO THE COMPANY AND TO THE SHAREHOLDERS OF THE
COMPANY UNDER THE INDIRECT TAX LAWS
Outlined below are the special tax benefits available to the Company and to its shareholders under the Central Goods and Services Tax
Act, 2017 / the Integrated Goods and Services Tax Act, 2017 / relevant State Goods and Services Tax Act, 2017 read with Rules, Circulars,
and Notifications prescribed thereunder (“GST laws”), the Customs Act, 1962, the Customs Tariff Act, 1975 read with Rules, Circulars,
and Notifications prescribed thereunder (“Customs law”) and the Foreign Trade (Development and Regulation) Act,1992, Foreign Trade
Policy 2015-2020, Foreign Trade Policy 2023 read with Procedures, Public/ Trade Notices, and Notifications prescribed thereunder
(“FTP”) (collectively referred as “Indirect Tax Laws”).
I. Special tax benefits available to the Company
1. Benefits under the Central Goods and Services Tax Act, 2017 / the Integrated Goods and Services Tax Act, 2017 / relevant
State Goods and Services Tax Act, 2017 read with Rules, Circulars, and Notifications prescribed thereunder
(i) Benefits of zero-rated supplies under the GST laws
Under the GST regime, supplies of goods or services or both for authorised operations to a Special Economic Zone developer
or a Special Economic Zone unit are zero-rated supplies which can be supplied either with or without payment of Integrated
Goods and Services Tax (IGST), subject to fulfilment of conditions prescribed.
As per the provisions of section 16 of the Integrated Goods and Services Tax Act, 2017 read with section 54 of Central
Goods and Services Tax Act, 2017, the exporter has the option either to undertake exports,
a. under cover of a Bond/ Letter of Undertaking (LUT) without payment of IGST and entitled to claim refund of
accumulated input tax credit, subject to fulfilment of conditions prescribed for export, or
b. with payment of IGST and entitled claim refund of IGST paid on such exports (except on supply of few notified
goods such as Pan masala, tobacco and related products)
The Company avails the aforesaid benefit of zero-rated supply.
(ii) Exemption from payment of tax on interest income earned from bank deposits
The Company is entitled to avail exemption from payment of GST on interest income earned from bank deposits in terms
of Entry No. 28(a) of the Notification No. 9/2017Integrated Tax (Rate) dated 28 June 2017, as amended from time to time.
The Company avails the aforesaid exemption on the interest income earned.
2. Benefits under the Foreign Trade (Development and Regulation) Act,1992, Foreign Trade Policy 2015-2020, Foreign
Trade Policy 2023 read with Procedures, Public/ Trade Notices, and Notifications prescribed thereunder
(i) Export Promotion Capital Goods
The objective of the EPCG Scheme is to facilitate import of capital goods for producing quality goods and services and
enhance India’s manufacturing competitiveness.
EPCG Scheme allows import of capital goods for preproduction, production and postproduction without payment of customs
duty.
The benefit under this scheme is subject to an Export Obligation (EO) equivalent to 6 times of duties, taxes and cess saved
on import of such capital goods, to be fulfilled within 6 years reckoned from the date of issuance of the Authorization.
An EPCG license holder is exempted from payment of whole of Basic Customs Duty, and Integrated Goods and Services
Tax and Compensation Cess, wherever applicable, subject to fulfilment of certain conditions.
The Company has obtained few EPCG authorisations during FY 2018-19 and has availed the aforementioned benefits.
3. Benefits under the Customs Act, 1962, the Customs Tariff Act, 1975 read with Rules, Circulars, and Notifications prescribed
thereunder
The Company does not avail any benefits under the Customs law.
139II. Special Tax Benefits Available To Shareholders
The Shareholders of the Company (in such capacity) are not entitled to any special tax benefits under the Indirect Tax Laws.
Notes:
1. The above statement of indirect tax benefits sets out the special tax benefits available to the Company and to its shareholders under
the Indirect Tax Laws.
2. This statement does not discuss any tax consequences in the country outside India of an investment in the Shares. The subscribers of
the Shares in the country other than India are urged to consult their own professional advisers regarding income-tax consequences that
apply to them.
3. In respect of non-residents, the tax rates and the consequent taxation mentioned above may be further subject to any benefits available
under the applicable Double Taxation Avoidance Agreement, if any, between India and the country in which the non-resident has
fiscal domicile.
4. This statement covers only above-mentioned tax laws benefits and does not cover any direct tax law benefits or benefit under any
other law.
5. These special tax benefits are dependent on the Company/shareholders fulfilling the prescribed conditions under the relevant
provisions of the above-mentioned tax laws. Hence the ability of the Company/shareholders to derive the said tax benefits is dependent
upon fulfilling such conditions.
6. The special tax benefits discussed in this statement are not exhaustive and is intended only to provide general information to the
investors and is neither designed nor intended to be a substitute for professional tax advice. In view of the individual nature of tax
consequences and the changing tax laws, each investor is advised to consult his/her own tax advisor with respect to specific tax
consequences of his/ her investment in the shares of the Company.
7. This statement are based on the facts and assumptions as indicated in this statement. No assurance is given that the revenue
authorities/courts will concur with the views expressed herein. This statement is based on the existing provisions of law and its
interpretation, which are subject to change from time to time. We do not assume responsibility to update the views consequent to such
changes.
For Brigade Hotel Ventures Limited
Chief Financial Officer
Place: Bengaluru
Date: July 07, 2025
140STATEMENT OF SPECIAL TAX BENEFITS AVAILABLE TO THE SUBSIDIARY UNDER THE APPLICABLE TAX
LAWS IN INDIA
To,
The Board of Directors
SRP Prosperita Hotel Ventures Limited
29th Floor, World Trade Center
Brigade Gateway Campus
26/1, Dr. Rajkumar Road
Malleswaram, Rajajinagar
Bangalore – 560 055
Karnataka, India
and
The Board of Directors
Brigade Hotel Ventures Limited
29th & 30th Floor, World Trade Center
Brigade Gateway Campus
26/1, Rajkumar Road
Malleswaram – Rajaji Nagar
Bangalore – 560 055
Karnataka, India
Re: Statement of possible special tax benefits available to SRP Prosperita Hotel Ventures Limited (hereinafter the
“Subsidiary”) under the direct and indirect tax laws, prepared in accordance with the requirements under Schedule
VI (Part A)(9)(L) of the Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations, 2018, as amended (“SEBI ICDR Regulations”)
1. We, Brahmayya & Co., Chartered Accountants, are the statutory auditors of Subsidiary, the material subsidiary of
Brigade Hotel Ventures Limited (“Company”). We hereby confirm the enclosed Annexure I and Annexure II are prepared
by Subsidiary (“Statement”), which provides the possible special tax benefits under direct tax and indirect tax laws presently
in force in India, including the Income-tax Act, 1961, the Central Goods and Services Tax Act, 2017, the Integrated Goods
and Services Tax Act, 2017, the Union Territory Goods and Services Tax Act, 2017, respective State Goods and Services Tax
Act, 2017, Tamil Nadu Value added tax Act, 2006, Customs Act, 1962 and the Customs Tariff Act, 1975 (collectively the
“Taxation Laws”), the rules, regulations, circulars and notifications issued thereon, each as amended by the Finance Act,
2025 and as applicable to the assessment year 2026-2027 relevant to the financial year 2025-2026 available to Subsidiary.
Several of these benefits are dependent on Subsidiary fulfilling the conditions prescribed under the relevant provisions of the
Taxation Laws and the ability of Subsidiary to derive the special tax benefits is accordingly dependent upon its fulfilling such
conditions, if any, which are based on business imperatives Subsidiary faces in the future. Hence, Subsidiary may or may not
choose to fulfil such conditions for availing special tax benefits.
2. This statement of possible special tax benefits is required as per Schedule VI (Part A)(9)(L) of the SEBI ICDR Regulations.
While the term ‘special tax benefits’ has not been defined under the SEBI ICDR Regulations, it is assumed that with respect
to special tax benefits available to Subsidiary, the same would include those benefits as enumerated in the Statement. Any
benefits under the Taxation Laws other than those specified in the Statement are considered to be general tax benefits and
therefore not covered within the ambit of the Statement. Further, any benefits available under any other laws within or outside
India, except for those specifically mentioned in the Statement, have not been examined and covered by this Statement.
3. The benefits discussed in the enclosed Statement cover the possible special tax benefits available to Subsidiary and do not
cover any general tax benefits available to it.
4. In respect of non-residents, the tax rates and the consequent taxation shall be further subject to any benefits available
under the applicable Double Taxation Avoidance Agreement, if any, between India and the country in which the non-
resident has fiscal domicile.
5. The benefits stated in the enclosed Statement are not exhaustive and the preparation of the contents stated is the
responsibility of the Company’s and/or Subsidiary’s management, as applicable. We are informed that the Statement is
only intended to provide general information to the investors and is neither designed nor intended to be a substitute for
professional tax advice. In view of the distinct nature of the tax consequences and the changing tax laws, each investor is
141advised to consult their own tax consultant with respect to the specific tax implications arising out of their participation
in the proposed initial public offering of equity shares of the Company (“Offer”) and we shall in no way be liable or
responsible to any shareholder or subscriber for placing reliance upon the contents of the Statement. Further, any tax
information included in this written communication was not intended or written to be used, and it cannot be used by
Subsidiary, the Company or the investor, for the purpose of avoiding any penalties that may be imposed by any regulatory,
governmental taxing authority or agency.
6. Our views are based on the existing provisions of law and their interpretation, which are subject to amendments from time
to time. We do not assume responsibility to update the views consequent to such changes.
7. We do not express any opinion or provide any assurance whether:
• Subsidiary will continue to obtain these benefits in future;
• The conditions prescribed for availing the benefits have been/would be met; or
• The revenue authorities/courts will concur with the views expressed herein.
8. The contents of the enclosed Statement are based on information, explanations and representations obtained from the
Company and/or Subsidiary, as applicable, and on the basis of our understanding of the business activities and operations
of Subsidiary. We have relied upon the information and documents of the Company and Subsidiary being true, correct, and
complete and have not audited or tested them. Our view, under no circumstances, is to be considered as an audit opinion
under any regulation or law.
9. This Statement is addressed to the board of directors of Subsidiary and the Company and has been issued at specific request
of the Company. The enclosed Statement is intended solely for your information and for inclusion in the red herring prospectus,
the prospectus and any other material in connection with the proposed initial public offer of equity shares by the Company
(“Offer”), and is not to be used, referred to or distributed for any other purpose without our prior written consent. However,
this certificate along with the annexures may be relied on by the book running lead managers appointed for the purpose of the
Offer (“BRLMs”), their affiliates and the legal counsels in relation to the Offer and to assist the BRLMs in conducting and
documenting their investigation and due diligence of the affairs of the Company in connection with the Offer. We hereby
consent to this certificate being disclosed by the BRLMs, if required (i) by reason of any law, regulation, order or request of a
court or by any governmental or competent regulatory authority, or (ii) in seeking to establish a defense in connection with,
or to avoid, any actual, potential or threatened legal, arbitral or regulatory proceeding or investigation. This Statement can be
used, in full or part, for inclusion in the Offer Documents. We also consent to the inclusion of this certificate as a part of
‘Material Contracts and Documents for Inspection’ in connection with the Offer, which will be available for public for
inspection from the date of filing of the red herring prospectus until the Bid/Offer Closing Date.
All capitalized terms used but not defined herein shall have the meaning assigned to them in the Offer Documents.
Yours Sincerely,
For Brahmayya & Co.
Chartered Accountants
ICAI Registration No.: 000511S
K Jitendra Kumar
Partner
Membership No.: 201825
UDIN: 25201825BMIWOZ2540
Date: July 7, 2025
Place: Chennai
Encl: Annexure I and Annexure II to the Statement of Special Tax Benefits available to the Subsidiary
CC:
JM Financial Limited
7th Floor, Cnergy
142Appasaheb Marathe Marg
Prabhadevi
Mumbai – 400 025
Maharashtra, India
ICICI Securities Limited
ICICI Venture House
Appasaheb Marathe Marg
Prabhadevi
Mumbai – 400 025
Maharashtra, India
and
Cyril Amarchand Mangaldas
3rd Floor, Prestige Falcon Tower
19, Brunton Road
Off M.G. Road
Bengaluru – 560 025
Karnataka, India
Khaitan & Co
3rd floor, Embassy Quest
45/1 Magrath Road
Bengaluru – 560 025
Karnataka, India
Hogan Lovells Lee & Lee
50 Collyer Quat
#10-01 OUE Bayfront
Singapore – 049 321
143ANNEXURE I
List of Direct and Indirect Tax Laws (“Taxation Laws”)
# Relevant Taxation Law
1. Income-tax Act, 1961 read with the Income-tax Rules, 1962
2. Central Goods and Services Tax Act, 2017
3. Integrated Goods and Services Tax Act, 2017
4. Union Territory Goods and Services Tax Act, 2017
5. State Goods and Services Tax Act, 2017
6. Tamil Nadu Value added tax Act, 2006,
7. Customs Act, 1962 and the Customs Tariff Act, 1975
144ANNEXURE II
Statement of Special Tax Benefits available to SRP Prosperita Hotel Ventures Limited under the applicable Direct and
Indirect Tax Laws in India
ANNEXURE A TO THE STATEMENT OF SPECIAL TAX BENEFITS AVAILABLE TO Subsidiary UNDER THE
APPLICABLE DIRECT TAX LAWS IN INDIA
Outlined below are the special tax benefits available to Subsidiary under the Income-tax Act, 1961 and the rules, circulars and
notifications thereunder (hereinafter referred to as ‘IT Act’), as amended by the Finance Act 2025 and applicable for Financial Year
2025-26 relevant to Assessment Year 2026-27
Provisions under which Special Tax benefits can be availed by Subsidiary under IT Act are as follows:
1. Lower corporate tax rate under section 115BAA of the IT Act.
A new section 115BAA has been inserted in the Act by the Taxation Laws (Amendment) Act, 2019 (“the Amendment Act, 2019”)
w.e.f. April 1, 2020 (AY 2020-21). Section 115BAA grants an option to a domestic company to be governed by the section from a
particular assessment year. If a company opts for section 115BAA of the Act, it can pay corporate tax at a reduced rate of 22% (plus
applicable surcharge and education cess). Section 115BAA of the Act further provides that domestic companies availing the option
will not be required to pay Minimum Alternate Tax (MAT) on their ‘book profit’ under section 115JB of the Act. However, such a
company will no longer be eligible to avail certain specified exemptions/ incentives under the Act and will also need to comply with
certain other conditions specified in section 115BAA of the Act. Also, if a company opts for section 115BAA, the tax credit (under
section 115JAA), if any, which it was entitled to on account of MAT paid in earlier years, will no longer be available. Further, it
shall not be allowed to claim set-off of any brought forward loss arising to it on account of additional depreciation and other specified
incentives.
Subsidiary has opted to pay concessional tax rate under Section 115BAA of the Act for AY 2024-25 and hence it shall not be
eligible to claim and carry forward the MAT credit available. Further, Subsidiary shall not be allowed to claim set-off of any brought
forward loss arising to it on account of additional depreciation and other specified incentives.
2. Deduction in respect of inter-corporate dividends – Section 80M of the IT Act
Up to 31 March 2020, any dividend paid to a shareholder by a company was liable for Dividend Distribution Tax (“DDT”), and the
recipient shareholder was exempt from tax. Pursuant to the amendment made by the Finance Act, 2020, DDT stands abolished, and
dividend received by a shareholder on or after 1 April 2020 is liable to tax in the hands of the shareholder. Subsidiary is required to
deduct tax at source (“TDS”) at applicable rate specified under the Act read with applicable Double Taxation Avoidance Agreement
(if any). With respect to a resident corporate shareholder, a new section 80M has been inserted in the Act to remove the cascading
effect of taxes on inter-corporate dividends during FY 2020-21 and thereafter. Subject to the fulfilment of prescribed conditions,
the section provides that where the gross total income of a domestic company in any previous year includes any income by way of
dividends from any other domestic company or a foreign company or a business trust, there shall, in accordance with and subject to
the provisions of this section, be allowed in computing the total income of such domestic company, a deduction of an amount equal
to so much of the amount of income by way of dividends received from such other domestic company or foreign company or
business trust which does not exceed the amount of dividend distributed by it on or before the due date. The “due date” means the
date one month prior to the due date for furnishing the return of income under sub-section (1) of section 139 of the Act.
3. The following benefits are available to Subsidiary under Capital Gains:
There are no special tax benefits available to the Company under capital gains.
NOTES:
1. The above statement of special tax benefits sets out the provisions of the IT Act in a summary manner only and is not a complete
analysis or listing of all potential tax consequences of the purchase, ownership and disposal of shares.
2. The above statement covers only certain special tax benefits under the IT Act, read with the relevant rules, circulars and
notifications and does not cover any benefit under any other law in force in India. This statement also does not discuss any tax
consequences, in the country outside India, of an investment in the shares of an Indian company.
3. The above statement of special tax benefits is as per the current direct tax laws for the Financial Year 2024-25 relevant to the
assessment year 2025-26. Several of these benefits are dependent on Subsidiary fulfilling the conditions prescribed under the
relevant provisions of the Taxation Laws.
4. This statement is intended only to provide general information to the investors and is neither designed nor intended to be a
substitute for professional tax advice. In view of the individual nature of tax consequences, each investor is advised to consult his
or her tax advisor with respect to specific tax consequences of his/her investment in the shares of the Company.
1455. No assurance is given that the revenue authorities/courts will concur with the views expressed herein. The views are based on the
existing provisions of law and its interpretation, which are subject to changes from time to time. We do not assume responsibility
to update the views consequent to such changes.
146ANNEXURE B TO THE STATEMENT OF SPECIAL TAX BENEFITS AVAILABLE TO SUBSIDIARY UNDER THE
APPLICABLE INDIRECT TAX LAWS IN INDIA
Outlined below are the special tax benefits available to Subsidiary under the Central Goods And Services Tax Act, 2017/ Integrated
Goods And Services Tax Act, 2017/ relevant State Goods and Services Tax Act (SGST) read with rules, circulars, and notifications
(“GST law”), Tamil Nadu Value added tax Act, 2006 (“TNVAT”),the Customs Act, 1962 read with rules, circulars, and notifications
thereunder (“Customs Act”) and Customs Tariff Act, 1975 read with rules, circulars, and notifications thereunder (“Tariff Act”)
(herein collectively referred as “indirect tax laws”)
Special indirect tax benefit available to Subsidiary is as follows:
There are no special tax benefits available to the Company under Indirect tax laws.
NOTES:
1. The above statement of special tax benefits sets out the provisions of indirect tax laws in a summary manner only and is not a
complete analysis or listing of all potential tax consequences.
2. The above statement covers only the special indirect tax benefits under the relevant legislations, read with the relevant rules,
circulars and notifications and does not cover any benefit under any other law in force in India. This statement also does not
discuss any tax consequences, in the country outside India, of an investment in the shares of an Indian company.
3. The above statement of special tax benefits is as per the current indirect tax laws relevant for the Financial Year 2024-25.
Several of these benefits are dependent on Subsidiary fulfilling the conditions prescribed under the relevant provisions of the
indirect tax laws.
4. This statement is intended only to provide general information to the investors and is neither designed nor intended to be a
substitute for professional tax advice. In view of the individual nature of tax consequences, each investor is advised to consult
his or her tax advisor with respect to specific tax consequences of his/her investment in the shares of the Company.
5. No assurance is given that the revenue authorities/courts will concur with the views expressed herein. The views are based on
the existing provisions of law and its interpretation, which are subject to changes from time to time. We do not assume
responsibility to update the views consequent to such changes.
147SECTION IV: ABOUT OUR COMPANY
INDUSTRY OVERVIEW
Unless otherwise indicated, industry and market data used in this section has been derived from the industry report titled “Industry
Report – India Hotel Sector” dated July 6, 2025 (the “Horwath HTL Report”) prepared and issued by Crowe Horwath HTL
Consultants Private Limited, exclusively commissioned and paid for by us for the purposes of confirming our understanding of the
industry, in connection with the Issue. Unless otherwise indicated, financial, operational, industry and other related information
derived from the Horwath HTL Report and included herein with respect to any particular year refers to such information for the
relevant calendar year. Further, references to various segments in the Horwath HTL Report and information derived therefrom are
references to industry segments and in accordance with the presentation, analysis and categorisation in the Horwath HTL Report.
Our segment reporting in our financial statements is based on the criteria set out in Ind AS 108, Operating Segments and we do not
present such industry segments as operating segments. A copy of the Horwath HTL Report is available on the website of our
Company at https://bhvl.in/investors/industry-report. For more information, see “Risk Factors – 62. Certain sections of this Red
Herring Prospectus disclose information from the Horwath HTL Report which is a paid report and commissioned and paid for by
us exclusively in connection with the Issue and any reliance on such information for making an investment decision in the Issue is
subject to inherent risks.” on page 71. Also see, “Certain Conventions, Use of Financial Information and Market Data and Currency
of Presentation – Industry and Market Data” on page 17.
Overview of Key Market Characteristics
Some key characteristics of India’s hospitality industry are briefly set out herein to provide a better understanding of the market and
more particularly the upper-tier and midscale segments.
Hotel Supply in India1
a. India has 204k chain affiliated hotel rooms, across segments, as at 31 March 2025. Supply at independent hotels is widely
fragmented and substantially of midscale or lower positioning.
b. Supply composition has evolved over the years creating greater depth and balance across segments, with 33.9% supply share
for the Luxury-Upper Upscale segments, 38.4% for the Upscale - Upper Midscale segments and 27.7% for the M-E segments
as at 31 March 2025.
c. Geographic spread of hotels continues to widen. Supply share at Key Markets (Mumbai, Delhi-NCR, Bengaluru, Chennai,
Hyderabad, Kolkata, Pune, Ahmedabad, Goa and Jaipur) declined from 69% at Fiscal 2015 to 57% at Fiscal 2025, and is
estimated at 49% by Fiscal 2030; 66% of supply expected between Fiscal 2026 and Fiscal 2030 is outside the Key Markets.
d. Share (measured by rooms) of international chains has risen from 21% in Fiscal 2001 to 45% for the last ten years; this is
expected to be at 47% at end Fiscal 2030.
e. Hotel ownership is materially led by private sector developers / institutional investors. Hotel chain and chain-led ownership of
hotel rooms declined from 71% (Fiscal 2001) to 25% (Fiscal 2025); 28% of rooms supply as at Fiscal 2025 is under listed
company ownership.
Hotel Demand
a. Demand for chain affiliated hotels has increased from 61k rooms per day for Fiscal 2015 to 116k rooms per day for Fiscal
2024 to 127k rooms per day at end of Fiscal 2025. Demand grew at 9.9% CAGR2 between Fiscal 2001 and Fiscal 2025,
including at 7.6% CAGR between Fiscal 2015 to Fiscal 2025. Demand growth in the last 3 years, was at 5.6% CAGR between
Fiscal 2023 and Fiscal 2025.
b. Domestic travel visits aggregated 2.3 billion for calendar year 2019. Post Covid recovery was sharp with 1.73 billion visits for
calendar year 2022 and 2.51 billion visits for calendar year 20233. Data for calendar year 2024 is not available, though a
reasonable increase is expected to have occurred.
c. FTA was above 10 million for calendar year 2017-2019 and recovered, post Covid, to 9.2 million for calendar year 2023. FTA
for calendar year 2024 was 9.7 million, 1.4% higher than calendar year 2023. FTA numbers have been impacted since H2-24
due to drop in flow of visitors from Bangladesh. Substantial FTA growth is forecast by HAI; FTA would likely gain momentum
from increased cross-border business and investment opportunities and trade agreements with major global economies, and a
push to draw more inbound leisure travel.
d. The hospitality industry suffered severely due to travel restrictions during the Covid-19 pandemic; recovery of travel was
impacted during different waves of the pandemic and due to varied restrictions in overseas source markets. On the other hand,
the industry showed remarkable resilience and recovery appetite when restrictions were loosened and then dropped.
Travel and Tourism Contribution
1 Source: Horwath HTL India
2 Source: Horwath HTL India
3 Source: Ministry of Tourism, Govt. of India estimates
148a. HAI estimates FTA to cross 30 million by calendar year 2037; a Booking.com and McKinsey study estimates around 5 billion
domestic visits by calendar year 2030. Longer term HAI estimates, for calendar year 2047, are 15 billion domestic visits and
100 million FTA.4 Growth of FTA will strengthen hotel ADRs, particularly for the upper-tier hotels.
b. Per WTTC, the travel and tourism sector’s contribution to India’s economy was ₹ 15.7 trillion and ₹ 19.1 trillion for calendar
year 2022 and calendar year 2023 respectively. As per the WTTC Economic Impact Factsheet released on 28 June 2024 the
travel and tourism sector’s contribution to India’s economy was estimated at ₹ 21.2 trillion for calendar year 2024 and
forecasted at ₹ 43.3 trillion for calendar year 2034, growing at 7.4% CAGR from calendar year 2024 to calendar year 2034.5
c. The sector is estimated to employ 45.4 million people in calendar year 2024, up by 5.6% from 43 million people at end calendar
year 2023.6
d. HAI estimates the hotel sector GDP contribution at USD 40 billion, USD68 billion and USD 1 trillion in calendar years 2022,
2027 and 2047 respectively, with significant multiplier benefit7. The sector creates assets, employment, foreign exchange
earnings and tax revenues.
e. Per WTTC, domestic visitor spending in India of ₹ 14.6 trillion in calendar year 2023, is 15% higher than for calendar year
2019. Domestic visitor spending is estimated to increase to ₹ 16 trillion in calendar year 2024, and forecast to increase to ₹
33.9 trillion by calendar year 20348, growing at 7.8% CAGR between calendar year 2024 and calendar year 2034. 9
Future demand drivers: Demand will be driven by diverse domestic and inbound travel needs - business, leisure, MICE, weddings,
social events, pilgrimages and other personal travels, political and business delegations and airline crew. Each segment is expected
to be robust based on a growing economy, improved and further expanding travel infrastructure, new convention centres, wider
airline services and demand for international and national sport and entertainment sector events. Continued urbanisation, changing
demographics and lifestyles, with greater search for experiential travel elements and willingness to spend on entertainment,
recreation, wellness and lifestyle will drive discretionary travel and spends.
Demographics: Relevant demographic changes, which are in turn expected to create demand potential for different hotel services,
include – (a) increased urbanisation – per a United Nations study, India is projected to add 416 million urban dwellers by calendar
year 205010; (b) growing middle class, estimated at 432 million in Fiscal 2021, 715 million in Fiscal 2031 and 1,015 million by
Fiscal 204711; (c) younger population, estimated at 371 million in calendar year 2021 (27.2% of total population) 12 with the youth-
bulge lasting till calendar year 2055, with willingness to spend on entertainment, recreation, lifestyle, and experiences.
A report by Booking.com and McKinsey projects domestic spend on tourism to rise by 170% from USD 150 billion in calendar
year 2019 to USD 410 billion in calendar year 2030, gaining from growing household earnings and a median age of 28.1 years.
13The report ranks Bengaluru, Chennai and Hyderabad at the second, fourth and sixth positions respectively as popular destinations
among the top 10 visited destinations in India. 14
Key long-term attributes for India’s hotel sector include (a) robust domestic travel sector and potential for FTA growth; (b)
material expansion of airport infrastructure and airline capacities; (c) spread of new travel destinations, religious destinations and
city micro-markets; (d) demand emergence and push from sports, entertainment and performing arts events; (e) widening private
sector investment in the sector, including provision for 100% FDI under the automatic route; (f) rising land costs continuing to pose
significant barriers to entry. Achievement of the FTA and Domestic travel numbers, stated in above, would create very significant
demand growth for hotels.
India – Macro Economic Overview
India GDP: Among the fastest growing economies in the world
In Fiscal 2024, India was the 5th largest global economy with estimated Nominal Gross Domestic Product (GDP) at current prices
of United States Dollars (USD) 3.64 trillion15, reflecting 9.2% GDP growth and is expected to surpass USD 4 trillion in Fiscal 2026,
becoming the fourth largest global economy. 16 Per the Economic Survey of India Fiscal 2025, issued by Ministry of Finance, GOI,
India’s Real GDP is expected to grow by 6.4% in Fiscal 2025 and between 6.3% to 6.8% in Fiscal 2026, thereafter by 6.5% till
Fiscal 2030.17
4 Source: Vision 2047 – Indian Hotel Industry, Hotel Association of India and How India Travels 2023, Booking.com and McKinsey Report, October 2023
5 Source: World Travel & Tourism Council Economic Impact Research 2024
6 Source: World Travel & Tourism Council Economic Impact Research 2024
7 Source: Vision 2047 – Indian Hotel Industry, Hotel Association of India
8 Source: World Travel & Tourism Council Economic Impact Research 2024.
9 Source: World Travel & Tourism Council Economic: 2024 Annual Research: Key Highlights
10 Source: UN World Urbanization Prospect Report
11 Source: The Rise of India’s Middle-class Report - PRICE
12 Source: Youth in India Report 2022, MoSPI
13 Source: United Nations, Department of Economic and Social Affairs, Population Division (2024). State of World Population Report 2024, UNFPA, World
Population Prospects.
14 Source: How India Travels 2023, October 2023
15 Source: International Monetary Fund
16 Source: Ministry of Economic Affairs, GOI
17 Source: International Monetary Fund, World Economic Outlook, April 2025
149GDP growth rate projections for India
Estimated GDP Growth Rate
Fiscal 2025 Fiscal 2026 Fiscal 2027
Ministry of Finance, GOI 6.4% 6.3%-6.8% NA
IMF* 6.2% 6.3% 6.5%
RBI 6.6% 6.5% NA
National Statistical Office (NSO) 6.4% NA NA
PHDCCI 6.5% 6.7% 6.7%
S&P Global 6.8% 6.5% 6.8%
Morgan Stanley 6.3% 6.5% 6.5%
Asian Development Bank 6.5% 6.7% NA
Moody’s Agency 6.1% NA NA
Fitch Ratings 6.4% 6.5% NA
*Source: World Economic Outlook Database April 2025
The below chart provides IMF forecast for GDP growth rate (at constant prices) for India and the top five global economies through
Fiscal 2027.
India and Top 5 Global economies GDP Growth Forecast
Source: All countries - IMF World Economic Outlook April 2025; World GDP growth – Fiscal 2024 to Fiscal 2027 data is from
IMF World Economic Outlook January 2025 update and Fiscal 2022, Fiscal 2023, Fiscal 2028 and Fiscal 2029 data is taken
from IMF October Outlook 2024
With strong GDP and third largest Purchasing Power Parity (PPP), India was positioned as third largest power in Asia Power Index18
reflecting increasing ability to shape and respond to external geopolitical factors of Asia- Pacific region.
India Per Capita GDP Forecast
Per capita GDP growth for India is estimated at 8.2% CAGR between Fiscal 2024- Fiscal 2030.19 Increased individual incomes are
expected to create additional discretionary spending, which may be beneficial for the hospitality sector.
India Per Capita GDP Forecast
18 Source: Asia Power Index 2024 by Lowy Institute
19 Source: IMF World Economic Outlook October 2024
150Source: IMF World Outlook April 2025 National Statistics Office, Ministry of Statistics & Programme Implementation (MoSPI),
Govt of India
Manufacturing and Service Sectors
Manufacturing Sector
Manufacturing GVA has almost doubled between Fiscal 2012 and Fiscal 2024, more recently benefitting from initiatives such as
Make In India and the Production Linked Incentive (PLI) programs.
Production Linked Incentive (PLI) schemes introduced in 2021 by the Indian government to push domestic manufacturing and
employment opportunities in 14 key sectors, has since its inception and up to October 202420 resulted in:
▪ Investments exceeding ₹ 1.61 trillion
▪ Production and sales aggregating ₹ 14 trillion
▪ Creation of around 1.5 million jobs
▪ ₹ 140.2 billion in incentives is disbursed to ten sectors since inception
The government of India will not extend the current production deadlines for the current participants nor extend this scheme
beyond 14 sectors.
Services Sector
Services sector is among the fastest growing in the Indian economy. Between Fiscal 2016 and Fiscal 2020, the set comprising trade,
hotels, transport, communication and services related to broadcasting grew at 7.8% CAGR; the set of financial, real estate and
professional services grew at 6% CAGR.21
The Services PMI Business Activity Index for the same period, also reflected growth benefitting from a positive demand
environment and gain of new business and output volumes.
Services and Manufacturing PMI Activity / Output Index – calendar year 2008 to YTD March 2025
20 Source: PIB release: PLI Schemes: Shaping India’s Industrial Growth, dated November 2024
21 Source: Ministry of Statistics and Programme Implementation, India
151India is a software hub for exports. Karnataka, Tamil Nadu, Kerala and Telangana contributed about 65% of India’s IT and ITeS
exports for Fiscal 2024, with operations mainly driven from Bengaluru, Chennai, Kochi and Hyderabad respectively.
India and Select States – IT and ITeS Exports – Fiscal 2015 to Fiscal 2024 (₹ crores)
Source: STPI and Ministry for Electronics and Information Technology via Digital Sansad
All India STPI registered IT exports increased by ₹ 949 billion in Fiscal 2024 over Fiscal 2023. In Fiscal 2024, Karnataka, Telangana
and Tamil Nadu contributed 57%, 19% and 7% respectively of the all-India increase. Per National Association of Software and
Services Companies (NASSCOM), overall India’s IT exports revenue for Fiscal 2025 is estimated at USD 224 billion, growing at
a CAGR of 9.4% between Fiscal 2015- Fiscal 2025.22
Karnataka leads, with 43% share of all India IT and ITeS exports in Fiscal 2024, and reasonably steady significant share for several
past years.
Key Demographic Aspects
Increased Urbanisation:
India’s urban population increased from 28% in calendar year 2001 to 31% in calendar year 2011 and was further projected to
increase to 37% in calendar year 2024; urbanization is under penetrated in India compared to USA (84%), UK (85%) and China
(66%). Nevertheless, India was estimated to have second largest urban population in the world, comprising of 530 million in calendar
year 2024 and growing to 675 million by calendar year 203523.
India currently has 5 megacities with population > 10 million, Pune, Hyderabad and Ahmedabad are expected to become megacities
by calendar year 2030.24 Cities and towns have expanded, creating multiple micro-markets and business districts. Urbanisation
creates the need for jobs, attracting investment and development of multiple business sectors. Growth in business and business
opportunities due to increased urbanisation is evidenced by increase in air traffic, wider real estate activity, and growth of hotels in
several existing and newer markets.
Karnataka, Tamil Nadu, Kerala and Telangana are expected to have more than 50% urban population by calendar year 2036. 25
India Urbanization Trend Urbanization % (CY 2023)
22 PIB release: India’s IT Industry Registers Significant Growth in Last Decade: Projected to Reach $283 Billion in 2024-25, dated March 2025
23 Source: United Nations, Department of Economic and Social Affairs, Population Division (2018). World Urbanization Prospects: The 2018 Revision, Online
Edition.
24 Source: United Nations, Department of Economic and Social Affairs, Population Division (2018). World Urbanization Prospects: The 2018 Revision, Online
Edition.
25 Source: Population Projections for India and States 2011-2036 Report (July 2020) of Technical Group constituted by the National Commission on Population
under the Ministry of Health and Family Welfare
152Rising Middle Class and High-Income Population:
India’s middle-class population is expected to grow from 432 million for Fiscal 2021 to 715 million in Fiscal 2031 and 1,015 million
by Fiscal 2047, moving ahead of US and China within this decade. The middle class spans a wide economic segment. Further, the
share of high income population, relative to the total population, is expected to increase from 3% in Fiscal 2016 to 26% for Fiscal
2047. 26
Increasing income levels are demonstrated by a robust growth in its middle-class and high-income population. Middle-class
population (income of ₹ 0.5 million to 3 million per annum) grew at 4% CAGR between Fiscal 2016-2021, increasing its share from
26% to 31% over the period. This segment is further projected to grow and is estimated to represent approximately 47% of the
population by Fiscal 2031. High-income households (income >₹ 3 million) had 37 million population in Fiscal 2016 and is projected
to be 437 million in Fiscal 2047 increasing at 8% CAGR.27
Rising middle class and high-income population is an important demand driver for the hospitality sector, using midscale and upscale
hotels and with aspirational demand for upper upscale hotels. The middle class slowly graduates upwards, with greater affordability
and attitudinal and lifestyle changes creating demand potential for different services (rooms, F&B, functions, entertainment) at
upper tier and upper midscale hotels.
India’s Rising Middle-Class— Share by annual income as a % of Total Population (Fiscal 2016- Fiscal 2047E)
Source: “The Rise of India’s Middle Class” Report published in November 2022 by People Research on India’s Consumer
Economy (PRICE)
Young Population (15-29 Years):
India is now the world’s most populous nation, estimated at 1.4 billion people in calendar year 2023.28 India’s young population
increased from 223 million in calendar year 1991 to 333 million in calendar year 2011, 360 million in calendar year 2016, and 371
million in calendar year 2021 (27.2% of total population – the largest youth population globally).29 The demographic window of
opportunity - a “youth bulge” (growth in youth as a share of total population) in the working-age population, is expected to last till
26 Source: The Rise of India’s Middle-class Report - PRICE
27 Source: The Rise of India’s Middle-Class Report - PRICE
28 Source: United Nations, Department of Economic and Social Affairs, Population Division (2024). State of World Population Report 2024, UNFPA, World
Population Prospects.
29 Source: Youth in India Report 2022, MoSPI
153calendar year 2055. 30
In calendar year 2023, the median age for India was estimated at 28.1 years which is 9.9-20.9 years younger than the median age
for the G-7 countries. India’s median age is projected to remain below 30 years, until calendar year 2030. 31
The large working age population will require jobs, placing importance on employment creation. The hotel and tourism sector has
substantial ability to create jobs, directly and as a multiplier effect, if the sector is sufficiently enabled. A large working population
also carries enhanced discretionary spend propensity which could benefit the hotel sector.
Estimated Median Age in Years (CY 2023) India population % by Age group (CY 2021)
Source: United Nations, Department of Economic and Social Source: The 2022 Revision and Youth in India Report 2022,
Affairs, Population Division (2024).State of World Population published by Ministry of Statistics and Programme
Report 2024, UNFPA, World Population Prospects. Implementation (MoSPI)
Increased Consumer spending:
India has seen increased consumer spending in the last 5 years, gaining from a larger and younger workforce, increase in double
income families, a trend towards consumerism and lesser savings, and willingness to take credit card and other unsecured debt for
consumer spending. Consumer spending grew to ₹ 102.8 trillion in calendar year 2024, increasing by 7% compared to ₹ 96 trillion
in calendar year 2023.32
Urban average monthly consumption expenditure per person has increased by ₹ 4,366 (166%) between Fiscal 2012 and Fiscal
2024.33 Increased spend patterns auger well for travel and F&B spends at hotels in India.
Due to high inflation and economic uncertainty, FMCG sector observed a slowdown until December 2024, primarily in urban areas.
However, government’s move to boost consumer spending through personal income tax cuts in Fiscal 2025 budget — especially
among the middle class — will help to grow consumer demand.34
Consumer Spending in India (in ₹ trillion) – Calendar Year 2021 to Calendar Year 2024
30 Source: India’s Demographic Dividend: The Key to Unlocking Its Global Ambitions, S&P Global
31 Source: United Nations, Department of Economic and Social Affairs, Population Division (2024). State of World Population Report 2024, UNFPA, World
Population Prospects
32 Source: Trading Economics; MOSPI via Statista
33 Source: Household Consumption Expenditure Service of MoSPI
34 Source: India Economic Outlook, May 2025, by Deloitte
154Stable inflationary environment: Inflation environment in India has been relatively stable over the past few years (post COVID)
with Fiscal 2024 consumer price index (“CPI”) inflation YoY % reported at 4.8%. CPI Inflation, reflected as a CAGR for Fiscal
2014-YTD February 2025 was 4.8% for India, 3.4% for South Africa, 7.4% for Russia and 5.8% for Brazil.
CPI Inflation (CAGR Fiscal 2014- YTD February 2025)
Note:
Trading Economics via MOSPI, Brazilian Institute of Geography and Statistics; National Bureau of Statistics of China; Federal
State Statistics Service, Russia and South Africa Statistics.
Demand Overview and Characteristics
Key Demand Drivers
The key demand drivers for hotels are:
a. Business Travel - Inbound and domestic visitation for business related purposes, including travel on corporate account and by
individual business travellers. Demand typically predominates between Monday and Thursday, slowing towards the weekend or
public holidays; domestic business travellers at upscale and mid-priced hotels often stay through till Saturday. Business travel
also slows during vacation periods.
The services sector (IT, BFSI, professional services) and manufacturing sector are significant drivers for business travel.
b. Tourism - India is known for its rich cultural heritage, historical sites (several of which are UNESCO heritage sites), diverse
landscapes, and vibrant festivals. Growth of domestic and inbound tourism contributes significantly to the demand for hotels.
c. Leisure Travel - This is discretionary in nature and comprises long / short vacations, staycations at city hotels, weekend stays
for recreation and entertainment, leisure attached to a business trip or to a trip for weddings and meetings. Greater affordability
155and spend propensity, changing lifestyle, and improved connectivity have materially benefitted hotels with good F&B, recreation
and entertainment facilities.
d. MICE Travel – For corporate, government, institution and association events (conventions, conferences, retreats, incentives,
promotions, training programs, customer-facing events, staff events etc). Corporate and government demand is mainly during
the working week or on Saturday; institution and association demand can be on weekends. MICE demand occurs through the
year, barring main holiday periods and the months from March through May. Cities with international convention centres are
able to attract large international events.
e. Weddings and Social demand - This segment comprises destination weddings and other social / celebratory events, as well as
substantial use of hotels for weddings and social events for local (non-residential) events. The trend for hosting weddings in city
hotels or as destination weddings has grown materially and is gaining further momentum, as it percolates to the mid-market
segment. Several city hotels attract large residential weddings, akin to destination weddings in leisure centres. Social travel also
occurs for other social obligations and person / family visits.
f. Diplomatic Travel - Government leaders and representatives of other countries, often accompanied by large trade delegations,
and diplomats using upper-tier hotels during the transition period on postings to India.
g. Airline Crew - Helps create a core of demand at hotels, albeit at significantly discounted pricing. Airlines also generate limited
demand for layovers when flights are significantly delayed.
h. Transit Demand – Comprises person on overnight stay during air or road trip to a domestic or international destination.
Each demand segment attracts domestic and inbound travel of varying measures, depending upon the hotel and destination character.
Demand quantum, profile and rate paying capacity are also impacted by seasonality factors which may apply differently to business
and leisure hotels. The months from October through March of any Financial Year are materially busier than the summer and
monsoon seasons.
MICE Demand
MICE demand contributes hotel revenue for rooms, F&B and other services arising from various business and social events;
weddings; corporate, institutional and government sponsored meetings, conferences and conventions; sports related events;
performing arts and other events. Varied segments may apply to different hotels and markets. New convention centres will draw
varied domestic and international events demand with related additional MICE demand at upper tier hotels that have sizeable
function spaces.
MICE events have contributed to the growth of F&B revenues to 31% share and ₹ 51 billion in Fiscal 2024 for certain listed
companies. Refer to the table below titled “F&B and Total Revenue - Select Listed Hotel Companies (Rs. Million)”.
The G20 events from December 2022 to September 2023 took international visitors to multiple destinations and provided occupancy,
rate and revenue boost to hotels. Bengaluru, Gandhinagar, Chennai, and Hyderabad hosted 11, 6, 5 and 4 G20 events / meetings
respectively. Such events serve as a basis to draw other international and national events and delegations.
The trend for hosting weddings in city hotels or as destination weddings is expected to continue, in fact gaining momentum as the
practice percolates to the mid-market segment. City hotels also benefit from destination wedding concepts. Additionally, the trend
of greater importance to various celebratory occasions (anniversaries and landmarks) creates social demand at city hotels and resorts.
Sport based demand has gained momentum and will likely gain demand strength in the future – international, national, and league
events across various sports (cricket, hockey, kabaddi, and football) are creating sizeable demand, across various price segments.
Newer leagues are starting up, including for women. Demand comprises for team members, officials, support staff, and visiting
spectators and includes demand for training in the lead up to the tournaments.
Foreign Tourist Arrivals (FTA)
FTA aggregated 10.1 million, 10.6 million and 10.9 million for calendar year 2017, calendar year 2018 and calendar year 2019
respectively, achieving the 10 million mark for the first time in calendar year 2017. After the Covid period decline, FTA recovered
to 6.2 million for calendar year 2022 (partially constrained by the Omicron wave during the normally very busy months of January
and February 2022) and further to 9.2 million for calendar year 2023 (84% of calendar year 2019 arrivals).
FTA for calendar year 2024 was 9.7 million, up by 1.4% from 9.5 million for calendar year 2023. While FTA for H1-CY2024
reflected 9.1% y-o-y growth. FTA numbers have been impacted since H2-CY24 due to drop in flow of visitors from Bangladesh.
156India – Foreign Tourist Arrivals (million)
Source: Ministry of Tourism, Govt. of India
Cross-border travel is impacted by several factors including security, health, political and economic issues at the destination or
source markets. High air fares are currently a constraint as global airlines cope with aircraft and staffing shortages. In past years,
FTA was impacted by events such as Mumbai terror attacks on 26 November 2008, global financial crisis, economy related issues
in Russia and Europe, COVID-19 pandemic or business failure of major tour operators in Europe.
Seasonality of FTA is reflected in the chart below. The winter months are clearly preferred for travel into India for leisure, MICE
events, leadership level business travel and high-end destination weddings.
FTA Seasonality in Millions (CY 2001- 2024)
Source: Ministry of Tourism, Govt. of India
FTA has picked up in the last nine years and the degree of seasonality is more marked with material rise in demand in last quarter
157of a calendar year.
E-visa
Electronic Visa (E-visa) scheme was made available effective November 2014, initially for nationals of 43 countries. As on
December 2024, nationals of 173 countries are covered under the e-visa scheme, successfully enabling inbound visitors to come in
with short lead-time. FTA using E-visas increased from 0.7 million in Fiscal 2016 to 2.86 million in Fiscal 2020, before declining
during Covid pandemic.35 Current data is not available.
Domestic Tourism
Domestic Travel Visits
Domestic travel visits grew at 13.5% CAGR between calendar year 2001 – calendar year 2019, from 236 million visits in calendar
year 2001 to 2.3 billion visits in calendar year 2019. Domestic travel numbers at 2.51 billion visits for calendar year 2023 have
surpassed calendar year 2019 (pre-COVID) by 8%, reflecting strong rebound of travel and an increase of 45% over 1.7 billion visits
for calendar year 2022. While data for calendar year 2024 is not available, a reasonable increase is expected to have occurred. The
domestic sector has become a key demand generator with leisure, recreation, weddings and MICE demand driving weekend and
off-season occupancies and enabling hotels and resorts to achieve significantly higher occupancies. ‘How India Travels 2023?’
report by Booking.com and McKinsey estimates 5 billion domestic travel visits by calendar year 2030. Vision 2047 report by HAI
expects 15 billion domestic visits and FTA of 100 million by calendar year 2047.
India – Domestic Tourists (million)
0
0
0
,5
2
9
0
6 3 2 0 7 2 9 0 3 6 6 3 2 9 3 2 6 4 7 2 5 3 6 5 0 5 6 8 4 7 1 5 8 5 4 0 ,1 3 4 1 ,1 3 8 2 ,1 2 3 4 ,1 5 1 6 ,1 8 5 6 ,1 4 5 8 ,1
2
3 ,2 0 1 6 8 7 6 1 3 7 ,1
5
,2
1 2 3 4 5 6 7 8 9 0 1 2 3 4 5 6 7 8 9 0 1 2 3 E
0 0 0 0 0 0 0 0 0 1 1 1 1 1 1 1 1 1 1 2 2 2 2 0
0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 3
2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 2 0
2
Source: Ministry of Tourism, Govt. of India estimates, Booking.com and McKinsey- How India Travels 2023 Report
Leisure, staycations, remote working from resorts, and weddings demand were the mainstay of domestic demand revival from the
Covid pandemic. Domestic travel is expected to maintain strong growth, particularly as a large middleclass population, young
working population, and overall increased individual incomes drive more discretionary travel, and with supply creation across wider
markets (including religious destinations) and segments. The domestic sector contributes weekend and off-season occupancies in
addition to business travel, leisure and recreation, weddings and MICE demand, enabling hotels to achieve significantly higher
occupancies and room rates than earlier years. Hotel demand will also grow from domestic social visits, family events, and travel
to pilgrim centres.
The table below reflects the demand contribution by foreign and domestic visitors at different hotel segments.
Hotels – Domestic vs Foreign Guests
Composition (%) Five Star Deluxe Five Star Four Star All India Average
Fiscal 2019 Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal Fiscal
2014 2019 2014 2019 2014 2019 2014
Domestic Guests 65.5% 51.9% 71.1% 63.3% 76.3% 68.5% 79.3% 75.6%
Foreign Guests 34.5% 48.1% 28.9% 36.7% 23.7% 31.5% 20.7% 24.4%
Source: India Hotel Survey 2018-19 published by Federation of Hotel and Restaurant Associations of India (FHRAI), Horwath
HTL & STR; India Hotel Survey 2013-14 published by FHRAI & HVS
35 Source: Ministry of Tourism, Govt. of India
158The share of domestic guests has increased over the 5 years referred in the Table above, with increase across the Five Star deluxe,
Five Star and Four Star hotels.
Domestic Spend value on Tourism
With growing household earnings and a median age of 28.1 years as of calendar year 2023 (about 10 years younger than most
countries) the spend on tourism is projected to rise by 170% from USD 150 billion spent in calendar year 2019 to USD 410 billion
in calendar year 2030. A report by Booking.com and McKinsey & Co. has ranked Bengaluru, Chennai and Hyderabad at second,
fourth and sixth positions respectively as popular destinations among the top 10 visited destinations in India.36
According to a report by Booking.com and Accenture, Bengaluru, and Chennai have been ranked as the third and fifth among top
five cities in terms of hotel bookings searches since the last 5 years; further, Ahmedabad is among the top 10 searched (for online
hotel bookings) cities in calendar year 2024. Mysore ranks in the 10th position among the top-rated destinations in India by inbound
travellers.37
Per a report by MakeMyTrip, Mysore and Ahmedabad were ranked as fifth position in terms of growth in searches in calendar year
2023 as compared to calendar year 2022, mainly as weekend getaways from nearby metro cities.38
India currently is the world’s sixth-largest domestic travel market by spending.39 Hospitality and tourism sector is expected to grow
1.7 times in calendar year 2027 compared to calendar year 2022.40
Domestic Air Traffic
As of February 2025, India had 159 operational airports. 41 The number of airports has doubled since calendar year 2014 and aims
to reach 350-400 airports by calendar year 2047.42 Domestic travel comprises 84% of aircraft movements and 82% of passenger
movement at the Indian airports. Domestic passenger movements increased by 44% in calendar year 2019, compared to calendar
year 2016, reflecting CAGR of 13%. This growth was driven by opening of new airports, capacity expansions at existing airports
and improved connectivity particularly to cities and towns outsides the main destinations. An expanded UDAN scheme is proposed
in order to further enhance regional connectivity, by adding 120 new destinations and accommodating 40 million passengers over
the next 10 years.43
Domestic Passenger Air Movement (in million)
400
350
n)
o illim 300
n
i(
s
250
re
g
n e 200
ss
a p fo 150 144 152
161
.o 100
N
100
50
0
CY 2016 CY 2019 CY 2023 CY 2024
Source: Directorate General of Civil Aviation
Access Infrastructure
Better roads and airport infrastructure have facilitated domestic and inbound travel growth across established markets and newer
markets in tier 2 and tier 3 business cities / towns and newer leisure destinations. Significantly greater highway and expressway
linkages, development of new airports, airport expansions and upgrades, and opening of several regional airports through Ude Desh
ka Aam Nagrik (UDAN) initiatives have each widened the business, leisure, destination weddings and MICE location options.
Travel, across multiple demand segments, is also facilitated by the Vande Bharat train services. As a consequence, travel and demand
36 Source: How India Travel Report by Booking.com and Mckinsey
37 Source: How India Travels 2024: The Inbound Edit, Booking.com and Accenture, October 2024
38 Source: India Travel Trends 2023-24, MakeMyTrip, April 2024
39 Source: How India Travels 2023, Booking.com and McKinsey Report, October 2023
40 Source: Vision 2047 – Indian Hotel Industry, Hotel Association of India
41 Source: Ministry of Civil Aviation via Digital Sansad
42 Source: Press Information Bureau, Ministry of Civil Aviation
43 Source: Press Information Bureau, Ministry of Finance
159numbers have risen at Key Markets, Select Markets and several business and leisure destinations which have expanded their reach
or gained newer opportunities; Mysuru is an example of such gain.
Air Traffic
Growth in air travel is a material driver of demand and overall market growth. The Select Markets (Bengaluru, Chennai, Kochi,
Gandhinagar (Ahmedabad), Mysore and Hyderabad) had 28.7% share of air traffic for Fiscal 2025, while having 23% supply share
of hotel inventory. Growth in air travel for Select Markets is summarized in the chart below. By Fiscal 2024, passenger numbers
had fully recovered from the Covid pandemic related decline on All India basis and for all individual Select Markets except Chennai.
Passenger (Pax) Movement (Arrivals and Departures) in million for Select Markets*
Source: Airports Authority of India (AAI)
* Excludes Mysore airport due to limited and inconsistent travel from that airport; Source: Airports Authority of India (AAI)
Four of the six Select Markets have private-sector led airport development and operations, with periodic capacity expansions.
Between Fiscal 2015 and Fiscal 2024, passenger movement (domestic + international) at these Select Markets and on all-India basis
grew at 8.6% and 8.0% CAGR. Aggregate passenger capacity at these Select Markets airports by Fiscal 2028, including from
expansion of certain airports, is estimated to be 170 million passengers per annum (MPPA).
Pax Movement in million
For Fiscal 2025, airports at the Select Markets handled 118 million passengers (30% of all-India passengers). Arrivals for Fiscal
2024, compared to Fiscal 2019, show that post Covid recovery was largely complete with only Chennai lagging in full recovery.,
The passenger numbers for Bengaluru, Hyderabad, Chennai, Ahmedabad and Kochi grew by 12%, 16%, 6%, 15% and 7%
respectively in Fiscal 2025 over Fiscal 2024.
On all-India basis, Passenger movement (domestic + international) reflected 9.4% growth in Fiscal 2025 over Fiscal 2024.
Bengaluru and Hyderabad Airports: Air traffic at Bengaluru and Hyderabad, at 42 million and 29 million respectively for Fiscal
2025, reflect 319% and 327% growth over Fiscal 2008. Both airports are built under PPP model and have recently been expanded.
Bengaluru airport is expected to materially expand over the next 5 years with aggressive growth targets of reaching 90 million
passengers by calendar year 2030.44 Hyderabad airport expansion has increased the airport’s capacity from 12 MPPA to 34 MPPA,
and increasing to 45 MPPA by calendar year 30.
Chennai Airport: Terminal 2 is undergoing expansion, expected to be completed in 2026, raising its capacity from 25 to 35 MPPA.
44 Source: Kempegowda International Airport Bengaluru
160The airport handled 21 million and 17 million passengers for Fiscal 2024 and Fiscal 2025 respectively. A second airport is planned
at Parandur with first phase capacity of 20 MPPA by January 2029 increasing to 100 MPPA upon completion of Phase 4 of the
project by 2047. The airport is intended to have 3 terminals, spread over 5.4k acres.
Ahmedabad Airport: This airport handled 12 million and 13 million passengers in Fiscal 2024 and Fiscal 2025 respectively,
surpassing pre-covid levels. Major renovations have been carried out over the past two to three years, that have upgraded the
facilities at this airport. The construction of a new integrated terminal building is planned in Fiscal 2026 that will, expand the
passenger handling capacity to 20 MPPA.
Kochi Airport: This airport achieved 10 million passenger level for Fiscal 2024, marginally higher than the pre-Covid levels. Fiscal
2025 stands at 11 million, increased by 7%over Fiscal 2024. Terminal 3 of the airport will be undergoing expansion with a built
area of 600k sft.
Mysore Airport: This airport started consistent operations only post Covid, presently with one daily flight to and from Hyderabad
and Chennai. The airport runway is proposed to be extended to accommodate larger aircrafts, which will help in increasing
connectivity to other destinations. The state government has approved the release of funds for land acquisition and expansion of the
runway.
Industry size – chain affiliated hotels
Hotel Inventory - Segment Classification
1. The overview of supply and demand herein focuses on the upper tier (luxury, upper upscale and upscale segments) and mid-
tier segments in which BHVL has its hotels and projects.
2. Data is separately presented on all India basis, for Key Markets and for Select Markets. Key Markets comprise the top ten
markets in India in terms of hotel room inventory, i.e. the six metro cities (Mumbai metropolitan area, Delhi NCR, Bengaluru,
Chennai, Hyderabad and Kolkata), Ahmedabad, Pune, Jaipur and Goa.
3. Select Markets are markets where BHVL has an operating hotel or planned hotel project - Bengaluru, Chennai, Kochi,
Gandhinagar (Ahmedabad), Mysore and Hyderabad. Gandhinagar has been presented as part of the larger Ahmedabad market.
These hotels are:
Operating Hotels – 9 hotels
• One Upper Upscale hotel – Sheraton Grand Bangalore at Brigade Gateway
• Four Upscale hotels – Grand Mercure Bangalore, Grand Mercure Mysore, Four Points by Sheraton Kochi Infopark,
and Grand Mercure Ahmedabad Gift City
• Three Upper Midscale hotels – Holiday Inn Bengaluru Racecourse, Holiday Inn Express & Suites Bengaluru OMR
and Holiday Inn Chennai OMR IT Expressway
• One Midscale hotel – ibis Styles Mysuru which opened in October 2024
Planned/Under development – 5 hotels
• Three luxury hotels – i) InterContinental Hyderabad at Brigade Neopolis in Hyderabad, ii) Grand Hyatt Chennai ECR on
East Coast Road in Chennai, and iii) The Ritz Carlton Vaikom Island Kerala in Vaikom, Kerala
• Two upper midscale hotels – (i) Fairfield by Marriott Bengaluru International Airport in Bengaluru and (ii) Fairfield by
Marriott Bengaluru Brigade Valencia in Bengaluru.
4. BHVL is a subsidiary of Brigade Enterprises Limited. BHVL’s hotels are typically located in positive demand locations, driven
by factors such as population density, premium neighbourhoods, commercial centres, IT hubs or strong leisure potential.
Brigade Enterprises Limited’s experience as a real estate developer in India enabled it to lead supply creation of significance
in several micro-markets such as Sheraton Grand Bangalore at Brigade Gateway in North-west Bengaluru and Grand Mercure
Bangalore in Koramangala area, Four Points Sheraton Kochi Infopark in the IT Park at Kakanad in Kochi and Grand Mercure
Ahmedabad Gift City.
Holiday Inn Bengaluru Racecourse Road was the first hotel to offer large inventory (272 rooms) in the upper-midscale segment in
its micro-market. It is also the second largest hotel outside the upper tier in Bengaluru. The upcoming Grand Hyatt Chennai ECR
and The Ritz Carlton Vaikom Island Kerala will primarily be leisure and group orientated hotels. All hotels are (or are intended to
be) managed by or affiliated with global hospitality chains under various brands.
North Bengaluru Upper Midscale Inventory as of 31 March 2025
Hotel Total
Holiday Inn Race Course Road 272
161Hotel Total
Other Hotels excluding Holiday Inn Race Course Road
Hotel with lowest Inventory 48
Hotel with highest Inventory 182
Average Inventory 107
Source: Horwath HTL
In reference to table above, Holiday Inn Racecourse Road Bengaluru has 5.7 times the lowest inventory, 1.5 times the highest
inventory and 2.5 times the average inventory of the hotels in the Upper Midscale segment of its micro market.
Top 5 hotels in Mid-Tier in Bengaluru by Inventory as of 31 March 2025
Hotel Total rooms Hotel Segment
ibis Techpark Bengaluru ORR 311 Midscale
Holiday Inn Race Course Road 272 Upper Midscale
Keys Select Whitefield Bangalore 222 Midscale
Hotel Royal Orchid, Bangalore 195 Upper Midscale
Lemon Tree Premier Ulsoor 188 Upper Midscale
Total 1,188
Source: Horwath HTL
5. In this report Compound Annual Growth Rate (CAGR) between a financial year (start year) and another financial year (end
year) is calculated from 31 March of the start year to 31 March of the end year, unless a different set of dates is indicated for
any specific item.
6. The analysis of hotel supply and demand principally deals with chain-affiliated hotels, i.e. hotels that are either (i) owned and
operated by hotel chains, (ii) operated by hotel chains on behalf of other owners or (iii) operated under franchise from hotel
chains. For this purpose, all recognised international chains operating in India and domestic hotel chains that are generally
considered as operating under common branding have been included; other domestic chains are considered if they have five or
more hotels operating at least regionally in India. For clarity, groups with multiple hotels only within one state are not considered
unless these are generally regarded as hotel chains by the market. Companies that primarily operate time-share facilities, one-
star hotels and hotels under aggregators (such as Oyo, Treebo and FabHotels) are excluded.
7. Classifications: The hotels are segmented into the Luxury and Upper Upscale (Lux-Upper Up) Segment, Upscale segment,
Upper Midscale segment (Up-Mid), Midscale Segment and Economy Segment. The hotels also offer additional facilities such
as restaurants, bars, and function facilities for meetings and events, varying for each hotel. Each segment includes entry-level
hotels in that segment besides hotels that are more fully of segment standards. These industry terms used for classifying,
categorising and segmenting hotels are explained below.
• Luxury segment typically comprise top end hotels with brand standards, facilities, spaces and standards that are
associated with expectations of luxury seeking clientele; in India, these are generally classified as deluxe and luxury
hotels. Several brands classify themselves as luxury hotel brands, based on certain criteria (e.g., room size) without
having the service standards and consistent guest profile typically associated with true luxury hotels.
• Upper Upscale segment comprises first-class hotels (generally classified in India as 5 star or deluxe hotels) that offer
superior standards, amenities and services though not at a level that affords the exclusivity associated with luxury
hotels.
• Upscale segment comprises hotels which are more moderately positioned and priced, generally with smaller room
sizes than the top tier hotels. In India, upscale hotels are generally classified as 4- or 5-star hotels (typically carrying
entry level 5 star quality).
• Upper Midscale segment comprises full service or select service hotels, typically with lesser public areas and facilities
and smaller room sizes, which are more moderately positioned and priced than upscale hotels. In India, these would
generally be classified as 4 star and sometimes 3-star hotels.
• Midscale segment typically are 3-star hotels with distinctly moderate room sizes, quality and pricing, and a lower
extent of services; domestic brand midscale hotels often offer more services than select service international branded
midscale hotels.
• Economy segment (Eco) are typically 2-star hotels providing functional accommodation and limited services, being
focussed on price consciousness.
162Classification of hotels into the various segments is based on the definition and method adopted by CoStar for hotels
participating with CoStar and followed for data reporting and market comparison by the industry. Segmental classifications
are essentially based on the intended positioning and overall rate structure of respective hotel brands; actual standards of
individual properties may vary, but adjustment is not made on subjective basis. Hotels considered for our report but which are
not participating with CoStar have been classified by us within these segments based on our assessment of positioning of the
brand / hotel. If a chain has modified the positioning of a brand, such change would be reflected in current and previous period
data. Performance data sourced from CoStar being live and dynamic in nature may reflect differences from data previously
reported for the same periods; generally such differences are nominal.
8. This report generally does not cover independent hotels, except to the extent that some independent hotels may have participated
in collection of any reported data.
Other Independent hotels have been excluded as these – (a) lack of sufficiently co-ordinated, reliable and consistent data; (b)
face increasingly challenged competitiveness against growing presence of chain-affiliated hotels, (c) have longer-term
constraints on growth as chain-affiliated supply spreads to second-tier markets and smaller towns; (d) face general reluctance
of banks to finance large projects unless these have access to suitable chain marketing and management systems. We believe
that an analysis based mainly on chain-affiliated hotels (which competing with any independent hotels in the relevant catchment
area) is adequate reflection of the overall market conditions.
All India - Chain Affiliated Hotel Room Inventory
The chart below reflects overall All India Chain affiliated hotel room supply.
All India Chain Affiliated Rooms Supply
Source: Horwath HTL
Major supply growth occurred between Fiscal 2008- Fiscal 2015, fuelled by strong business conditions and positive Occupancy and
Average Daily Rate (ADR) trends from Fiscal 2005 through initial months of Fiscal 2009. On the other hand, moderate demand and
economic activity from Fiscal 2010 through Fiscal 2014 was not supportive of new project commitments causing slower supply
growth for Fiscal 2016- Fiscal 2023; this was exacerbated by the Covid pandemic. Yet, 9.4% CAGR between Fiscal 2001 and Fiscal
2025 reflects material supply addition, although off a small supply base as at Fiscal 2001. 15k rooms have been added in Fiscal
2025. About 68k rooms were added in the seven years from start of Fiscal 2009 to end of Fiscal 2015 and about 36k rooms in the
three years from start of Fiscal 2022 to end of Fiscal 2024. Supply addition from Fiscal 2014 to Fiscal 2025 comprises 65% of
supply creation over the last 25 years.
Aggregate supply in Select Markets, at 47.7k rooms as at Fiscal 2025, comprises 23% of all India supply; BHVL has 3.4% share of
supply in Select Markets. Supply growth, aggregated across the Select Markets is reflected in the chart below, with 4.8% CAGR
for Fiscal 2015-Fiscal 2025 which is much lower than 19.2% CAGR for Fiscal 2008- Fiscal 2015.
Select Markets – Aggregate Chain Affiliated Rooms Supply
163Source: Horwath HTL
All India - Expected Supply upto Fiscal 2030
Per data based on announcements upto 1 May 2025, 111k rooms are expected to be added between April 2025 and March 2030.
Given the past track record of materialised supply being at a slower rate, actual inventory growth may be smaller or may be delayed
from the year in which it is presently indicated. On the other hand, newer conversion efforts may cause some presently unannounced
growth to occur somewhat speedily to partially compensate any delays in materialisation of the inventory pipeline of 111k rooms.
Chart 19, 20 and 21 indicates the expected segmental supply through Fiscal 2030, on an all-India basis, for Key Markets and Select
Markets. Limited supply may not be operational for some periods, during insolvency resolution processes – such cases will be
nominal in the overall context.
Expected India Supply (Inventory in 000s)
Source: Horwath HTL
Expected Key Market Supply (Inventory in 000s)
164Source: Horwath HTL
Expected Select Market Supply (Inventory in 000s)
Source: Horwath HTL
Select Markets will see limited new supply of only 13.7k rooms being added through March 30 (12.3% share of new supply between
1 April 25 and 31 March 30). Consequently, the overall supply share of Select Markets will decline from its current level of 22.9%
to 19.2%. The new supply is expected to facilitate additional demand creation / absorption so that the overall impact on occupancies
in Select Markets will likely be positive, or remain broadly neutral.
34% of supply creation through Fiscal 2030 will occur in Key Markets (including relevant Select Markets) and 66% will occur
outside the Key Markets. The wider spread of new supply will likely satisfy latent demand and generate new demand.
From a segmental view-point, about 48% of new supply in Select Markets between 1 Apr 25 and 31 March 30, will be in the Lux-
UpperUp segment; 27%, 14% and 11% in the Upscale, Upper-Midscale and Midscale-Economy segments respectively.
All India - Segmental Supply
Segmental supply has evolved significantly since Fiscal 2001, and continues to do so, as reflected in the chart below and the table
below.
All India Chain Affiliated Rooms – Segmental Supply
165Source: Horwath HTL
Segmental Composition (Inventory in 000s)
CAGR
Category Fiscal Fiscal Fiscal YTD Fiscal Fiscal Fiscal Fiscal YTD
2001 2008 2015 December- 2030 2001- 2008-2015 2015- December
2025 2008 2025 2025-
Fiscal
2030
Luxury 6 10 17 31 52 6.9% 7.9% 6.1% 10.5%
Upper Upscale 7 10 25 38 56 6.2% 13.5% 4.1% 8.4%
Upscale 5 8 22 44 70 5.6% 16.5% 7.1% 9.7%
Upper Midscale 4 7 20 34 52 9.7% 16.1% 5.5% 8.7%
Midscale-Economy 2 5 24 57 85 17.1% 24.2% 9.1% 8.5%
Total 24 41 108 204 315 7.9% 15.1% 6.5% 9.1%
% of Total
Luxury 26.9% 25.3% 16.0% 15.4% 16.4%
Upper Upscale 28.7% 25.7% 23.2% 18.5% 17.9%
Upscale 21.7% 18.7% 20.3% 21.5% 22.1%
Upper Midscale 15.6% 17.6% 18.7% 16.9% 16.6%
Midscale-Economy 7.2% 12.8% 21.8% 27.7% 27.0%
Supply composition has evolved towards greater segmental balance, with lesser concentration of the Luxury and Upper-Upscale
segments, and increased supply share and footprint for upscale, upper midscale and Midscale & Economy (M-E) segments. A similar
trend is broadly expected through Fiscal 2030 with Up-Mid and M-E segments having nearly 42% share of new supply between
Fiscal 2025 and Fiscal 2030.
In absolute numbers, the Luxury, Upper-Up, Upscale, Up-Mid and M-E segments added about 25k, 31k, 39k, 30k and 55k rooms
respectively between Fiscal 2001 and Fiscal 2025. (Note: segmental inventory decline in some years is mainly due to brand re-
classification/positioning change). M-E segment had the largest CAGR (Fiscal 2001-Fiscal 2025) at 15.7%, contributing 33% to
total addition of rooms since Fiscal 2001.
Lux-UpperUp hotels remain extremely relevant to the hotel sector, as reflected by its materially larger contribution to rooms revenue,
due to its superior pricing and quality. Refer the table below for segmental revenue share in calendar year 2024. Existing Lux-
UpperUp hotels will benefit from a moderate segmental pipeline particularly in major metro cities.
Segmental Rooms Revenue Share
Positioning Supply Share Revenue Share
Lux-UpperUp 34% 56%
Up-UpMid 39% 34%
M-E 27% 10%
Source: Horwath HTL
166Supply Spread
Supply Spread by Market Category
The Key Markets have nearly 57% of rooms supply as at Fiscal 2025. This is lower than 69% supply share at end Fiscal 2015 as a
result of hotels also being developed outside the Key Markets. Hotel rooms supply across market categories is summarised in the
table below.
Supply Distribution
Source: Horwath HTL; Note: Other Key Markets are Pune, Ahmedabad, Jaipur and Goa
• The Key Markets led supply creation between Fiscal 2001- Fiscal 2015. As at Fiscal 2025, supply at the 3 Main Metros is
nearly 2.6 times the Other Metros; other Key Markets have larger inventory than the Other Metros. Among all Key Markets,
supply growth through Fiscal 2030 will mainly be at the 3 Major Metros Delhi NCR, Mumbai and Bengaluru – 6.8k, 6.3k and
7.6k rooms respectively.
• Supply spread to Other Markets is an important evolution of the industry with 79k rooms added between Fiscal 2001 and Fiscal
2025 and another 73k expected to be added by Fiscal 2030. This will support and foster continued all-India demand growth.
Increased urbanisation and improved air / road infrastructure have enabled supply creation and demand generation in Other
Markets in the last 10 years with 56% share of supply addition in this period. Hotels in Other Markets tend to be smaller and
concentrated at the mid-priced and upscale levels.
• Supply addition in the Select Markets comprised 24.9k rooms between Fiscal 2001- Fiscal 2015 and 17.4k rooms thereafter
through Fiscal 2025. Supply growth during Fiscal 2001 – Fiscal 2025 was led by Bengaluru (17.1k rooms) while Chennai,
Ahmedabad, Hyderabad, Kochi and Mysuru added 25.2k rooms cumulatively. Bengaluru with 7.6 k rooms is expected to lead
the pipeline of 13.7 k rooms for Select Markets.
• Total supply for the Select Markets increased at 4.8% CAGR between Fiscal 2015 and Fiscal 2025. For this period, CAGR for
Ahmedabad, Bengaluru, Kochi and Mysore at 6.1%, 5.4%, 5.7% and 5.1% respectively was higher than the overall Select
Markets CAGR, while CAGR for Chennai and Hyderabad at 3.8% and 3.5% respectively was lower than the overall Select
Markets CAGR.
• While supply expansion outside the Key Markets and segmental spread of supply reflects increasing market maturity and
potential for wider demand growth, the resultant changing supply composition impacts market wide rates due to a larger share
of mid-priced hotels.
• 6 out of 9 existing BHVL hotels and 4 of the 5 upcoming BHVL hotels are in Key Markets.
• BHVL had 3.8% share in supply creation in the Select Markets between Fiscal 2001-Fiscal 2025 and has 7.0% share in pipeline
supply in the Select Markets till Fiscal 2030.
Supply Spread by Foreign and Domestic Chain Affiliation
Between Fiscal 2001- Fiscal 2025, foreign chains have gained material supply share through multiple brands. Hotel development
by a widening group of investors and owners has provided the asset base that suits the management / franchise model sought by
foreign chains.
Foreign & Domestic Chain Affiliated Supply
167Source: Horwath HTL
• At Fiscal 2025, foreign chains operate / franchise about 45% of the chain affiliated hotel rooms in India. Their market share
was between 44% to 47% for the preceding about nine years, with no significant change expected through Fiscal 2030.
• Foreign chains expanded by aggressively pursuing management contracts, offering multiple brands and supporting the
development of hotels with larger rooms inventory and function spaces.
• Several asset heavy domestic chains have gradually shifted to an asset-light or hybrid model (combination of owned properties
and management contracts) to enable expansions. Domestic chains have added brand range and successfully positioned products
and brands in the Upscale, Up-Mid and M-E segments enabling larger share of new supply in these segments since Fiscal 2015.
Supply Analysis by Size
Two-thirds of the hotels have an average size of 50 rooms, while the overall average size of hotels is 92 rooms.
Analysis by inventory size
Inventory Size Hotels % Rooms (in 000s) % Avg. Rooms
<100 1,509 68% 76 37% 50
100-250 600 27% 89 43% 148
250-400 87 4% 27 13% 308
400-500 16 1% 7 3% 432
500 + 9 0% 5 3% 588
Total 2,221 100% 204 100% 92
Source: Horwath HTL
Size analysis by segments is presented below:
Segmental analysis by average inventory size (Rooms in 000s)
Segment Hotels Rooms Avg Rooms / Hotel
Luxury 185 31 170
Upper Up 239 38 158
Upscale 426 44 103
Upper- Mid 430 34 80
Midscale 661 40 61
Eco 280 17 57
Total 2,221 204 92
Source: Horwath HTL
All BHVL hotels are materially larger than the related segmental average.
Supply Composition – Hotel Chains
Inventory of top 15 chains as of 31 March 2025 is summarised in the chart below:
Rooms Inventory of Top 15 Chains (in 000s)
168Notes: (a) Marriott excludes hotels under franchise with ITC Hotels; these are included under ITC Hotels; (b) Louvre Group
includes Sarovar; Source: Horwath HTL
• About 78.5% of total inventory is controlled by the top 15 chains
• Seven hotel chains – Marriott, IHCL, Radisson Hotel Group, ITC, Accor and Hyatt– each have 5% or greater inventory share
by number of rooms; in aggregate, these chains have 48.6% share of total supply.
Supply - Ownership Analysis
Chain ownership (including lease) of hotel rooms has reduced from 70% at end Fiscal 2001 to 25% at end Fiscal 2025. Private
developers and institutional capital have been instrumental in asset creation over the last about 20 years, although there is very
limited ownership concentration.
Ownership Pattern – as at Fiscal 2025
Hotels % Rooms (‘000) %
Chain Owned 454 20% 50 25%
Developer / Investor 1,767 80% 154 75%
Total 2,221 204
Source: Horwath HTL
Hotels with majority ownership/control of private developers are not considered as chain-owned. For clarity, hotels with investments
by affiliate / group entity of Accor, Hyatt and Radisson are not considered as chain-owned as the hotel chains do not have controlling
interest in the respective companies. The ownership pattern is further analysed in the table below:
Ownership Pattern by Category – as at Fiscal 2025
Ownership Structure Hotels % Rooms (in 000s) % Avg Size
Chain Owned 454 20 50 25 111
Major Private Asset Owners1 194 9 36 18 187
Other Private Asset Owners2 1, 538 69 112 55 73
Institutions3 35 2 6 3 163
Total 2,221 204 92
1 - Major private hotel asset owners comprises group companies owning more than 500 rooms
2 - Other Private hotel asset owners comprises group companies owning less than 500 rooms
3 - Institutions comprises hotels where a majority is owned by institutional investors
Source: Horwath HTL
Major private asset owners have invested in some large format hotel assets; the larger average size of hotels for this ownership
category is reflective of the investment appetite, vision and opportunity in India. 5 of the nine hotels with over 500 rooms, and 9 of
sixteen hotels with 400 to 499 rooms inventory are owned by major private hotel asset owners. On the other hand, several chains
have invested significantly in the mid-priced and economy segments where hotels typically have lesser inventory.
Asset Ownership Benefits
An asset-ownership based model has several merits particularly in terms of (a) asset appreciation; (b) larger earnings gains under
strong market conditions, as the gross revenue and profits belong to the hotel chain; (c) advantage in creating better returns, if land
169banks are available at historical costs; (d) the ability to create and showcase the value and profitability of differentiated products.
While situations such as the Covid pandemic create cash flow stress from asset ownership, to cover fixed costs and debt service
burdens, the full flow through of revenues is also an advantage when business recovers.
Several of the hotel chain entities and some developer/investor-controlled entities are listed companies. Analysed on that basis, the
ownership pattern emerges as:
Ownership by listed/unlisted companies – as at Fiscal 2025
Ownership Listed companies Unlisted companies Total
Hotels Rooms (000s) Hotels Rooms (000s) Hotels Rooms
(000s)
Hotel Chains 279 37 175 14 454 50
Developer / 113 22 1,654 131 1,767 154
Investor
Total 392 59 1,829 145 2,221 204
Source: Horwath HTL
Listed companies comprise (a) hotel companies which are listed companies or subsidiaries of listed companies; and (b) other large
listed companies which inter alia have a dedicated hotel portfolio. Listed companies which may inter alia own a hotel asset have
generally not been included and are grouped in the table above under unlisted companies.
The first table below summarises the hotel ownership of the top ten major private hotel asset owners of overall who have developed
or otherwise own hotels. The second table below pertains to hotels in South India owned by top-five Major Private Investors.
Ownership by Major Private Hotel Asset Owners
Existing Upcoming Total
Group Company Hotels Rooms (000s) Hotels Rooms (000s) Hotels Rooms (000s)
Interglobe Enterprises / Accor 22 4.0 0 0 22 4.0
Prestige Group (Including PHVL*) 8 1.5 15 3.1 23 4.6
Chalet Hotels 10 3.1 2 0.8 12 3.9
Saraf Group 10 2.5 0 0.3 10 2.9
Brigade Group 9 1.6 5 1.0 14 2.6
Dangayach Group 5 1.1 6 1.2 11 2.3
Ventive Hospitality 8 1.5 2 0.3 10 1.8
Triguna 7 1.7 0 0.0 7 1.7
Embassy REIT 4 1.1 2 0.5 6 1.6
DS Group 6 0.9 1 0.3 7 1.2
Total 89 19.1 33 7.5 122 26.6
Source: Horwath HTL
#Note: Ventive Hospitality listed on 31 December 2024; details pertain only to hotels in India
*Prestige Hospitality Ventures Limited
Ownership by Top 5 Major Private Hotel Asset Owners in South India
Existing Upcoming Total
Group Company Hotels Rooms (000s) Hotels Rooms (000s) Hotels Rooms (000s)
Prestige Group (includes PHVL*) 8 1.5 8 1.4 16 2.9
BHVL 8 1.5 5 1.0 13 2.4
Interglobe Enterprises / Accor 8 1.3 0 0.0 8 1.3
Embassy REIT 4 1.1 2 0.5 6 1.6
Triguna 5 1.0 0 0.0 5 1.0
Source: Horwath HTL
*Prestige Hospitality Ventures Limited
Major private hotel asset owners (i.e. investors owning at least 500 rooms pan India) currently have 62 hotels with 12k rooms in
170South India. Among the major private hotel asset owners in South India, BHVL is ranked second in terms of number of chain
affiliated hotels and hotel rooms as of 31 March 2025, with 8 hotels (12.9%) and 1.5k rooms (12.1%). Considering the pipeline,
inventory in South India with such major private hotel asset owners will increase to 91 hotels and 18.2k rooms. BHVL’s expansion
plans in South India will result in a total supply share of 13 hotels (14.3%) and 2.4k rooms (13.3% ). Among major private hotel
asset owners based in South India, BHVL is the only group with an existing hotel outside South India; Prestige Group (including
PHVL) has several assets outside South India in pipeline.
For clarity, South India comprises the states of Kerala, Andhra Pradesh, Tamil Nadu, Karnataka, Telangana, and the Union territories
Lakshadweep, Andaman and Nicobar Islands and Pondicherry.
Future Demand
In this section we have projected future demand. Our estimates of future demand are based on
• Estimated supply and demand growth by market category (for this purpose markets are categorised as 10 Key Markets,
other key tier 1 markets and other markets). The total estimated All India demand is an aggregate of supply and demand
from these three categories.
• We have adjusted the new hotel supply in Fiscal 2025 for the period for which these hotels were open and for the expected
supply from Fiscal 2026 to Fiscal 2030 for the period from when these hotels are likely to open. New hotels are generally
on a ramp-up mode upon opening and need a certain period (generally two to four years) to achieve stable level occupancy.
As new supply is added in a market it also leads to demand creation. During the ramp-up period we have based our demand
projections on partial absorption of new supply.
Supply and Demand CAGR
In the period Fiscal 2016-Fiscal 2025, demand growth for chain affiliated hotels in India across all segments is significantly higher
compared to inventory growth, with the trend expected to continue until Fiscal 2030. This will likely cause increased hotel
occupancy, and potentially support strong ADR levels.
Supply and Demand CAGR
CAGR Fiscal 2016 – Fiscal 2025-
Fiscal 2025 2030
Supply CAGR 6.2% 9.1%
Demand CAGR 6.6% 10.5%
Source: Horwath HTL
Based thereon, and with reference to our estimates of Future Supply described earlier, the occupancy estimates upto Fiscal 2030
evolve as reflected in the chart below.
All India – Rooms Supply vs Demand and Occupancy Estimates – (Fiscal 2025 – 2030)
Source: Horwath HTL
Supply and Demand CAGR – Bengaluru, Chennai and Hyderabad
171Market Supply CAGR Demand CAGR
Bengaluru
Financial year 2025-2030 7.3% 10.1%
Chennai
Financial year 2025-2030 3.8% 4.9%
Hyderabad
Financial year 2025-2030 4.8% 8.3%
Based thereon, and with reference to the estimates of Future Supply described earlier, the occupancy estimates up to Fiscal 2030 for
Bengaluru, Chennai and Hyderabad are reflected in below charts.
Bengaluru (Fiscal 2025-2030)
66% 70% 69% 71% 72% 75%
18 12 19 13 22 15 23 16 25 18 26 19
FY25 FY26-F FY27-F FY28-F FY29-F FY30-F
Rooms Supply (in '000) Rooms Demand (in '000)
Source: Horwath HTL
Chennai (Fiscal 2025-2030)
72% 72% 73% 73% 75% 75%
10 7 10 8 11 8 12 9 12 9 12 9
FY25 FY26-F FY27-F FY28-F FY29-F FY30-F
Rooms Supply (in '000) Rooms Demand (in '000) Occupancy
Source: Horwath HTL
Hyderabad (Fiscal 2025-2030)
65% 66% 70% 73% 75% 75%
8 5 9 6 9 6 9 6 10 7 10 8
FY25 FY26-F FY27-F FY28-F FY29-F FY30-F
Rooms Supply (in '000) Rooms Demand (in '000) Occupancy
Source: Horwath HTL
Market Performance Analysis - India
172In this section we provide an analysis of the performance of hotels on all India basis. Data is presented for the full market (comprising
hotels of all positioning). Data availability varies from market to market based on extent of participation by hotels. . Occupancy and
ADR are typically higher during the January to March quarter compared to the Full Year as it is cyclically favourable period for
most of the markets in India.
The chart below shows all-India performance of chain-affiliated hotels from calendar year 2019 through YTD March 2025, across
all segments excluding Covid years calendar year 2020 and calendar year 2021.
India Hotel Market Performance
12,000 100
).s 9,478
R (
R
A
69 )%
(
y
P v e R 6,488 c n a p u
& c
R
c
O
D
A
0 0
2019 2022 2023 2024 YTD Mar24 YTD Mar25
ADR RevPAR Occupancy
Data Source: CoStar
From a macro-perspective, the following elements emerge:
a. The hotel sector had a difficult period from late 2008, mainly because expected demand growth did not occur to match supply
created in anticipation of demand growth. The economy and investment climate were not supportive of demand growth;
security issues occurred in some years. All India occupancy stagnated at 57-58% between calendar year 2011-14. During this
period, supply grew by 41k rooms while demand grew by 28k rooms.
b. Typically, the industry sees changes in demand linked to macro-economic cycles. Down cycles see greater travel controls and
needs, causing demand to slow or shift to lower hotel categories, a positive macro-economic situation and sentiment fuels
travel and demand. Hotel occupancies decline or grow with such movements and in turn impact room rates; slowing occupancy
invariably leads to softer room rates.
Rate revival often lags occupancy revival; rates are pushed higher only once hotel managements have greater confidence of
business levels. On the other hand, in a positive macro-economic scenario, constraints on bookings push the demand side to
pay higher room rates, creating the rate growth seen after the pandemic. Further, a positive business climate creates more
positivity in travel and draws a wider profile of international and domestic business travellers – this also helps to improve the
rate sentiment.
c. Between calendar years 2009-2015, ADR was impacted by the dual factor of slower demand and occupancy generally, and
diversification of supply profile so that wider options of quality and price points became available.
d. Occupancy revived from calendar year 2015 as demand conditions improved and new supply had slowed. The upward trend
in RevPAR upto December 2019 was materially occupancy led, with improved occupancy gradually enabling ADR increases.
e. The Covid-19 pandemic was a major disruption with severe travel and operating restrictions causing material drop of
occupancies and ADR. Demand recovery started in the late summer of 2020 and then gained momentum; recovery from wave
2 of Covid was much more rapid enabling a strong H2-2021 performance. The Omicron wave was disruptive between mid-
December 2021 to February 2022 but then gave way to strong performance through December 2023. Strong occupancies and
a recognition of stronger rate needs and potential have enabled much higher ADR levels.
f. Annual occupancy for Fiscal 2025 was reported at 64.5%, with ADR of INR 8,235 and RevPAR of INR 5,310. 45 All-India
and market-level ADRs continue to be impacted by changed supply composition, with increased supply share of upscale and
lower priced hotels.
g. Annual occupancy for calendar year 2024 was reported at 63.9%, with ADR of INR 7,951 and RevPAR of INR 5,07846.
Monthly occupancies between January and March 2025 ranged from 66% to 73%, with February 2025 peaking at 73%,
consistent with the trend of February typically recording the highest occupancy of the year. YTD March 2025 occupancy rose
by 2 basis points compared to the same period in 2024 with 12% and 16% increase in ADR and RevPAR respectively47.
45 Data Source: CoStar
46 Data Source: CoStar
47 Data Source: CoStar
173Performance and Outlook for Select Markets
Bengaluru
Bengaluru Hotel Market Performance
Data Source: CoStar
• The city with predominant IT sector focus has the largest hotel room inventory in India (about 18.2k rooms); it also has 219
msf commercial office space which is the largest in India and among the largest in Asian cities.
• The market was severely impacted during the pandemic and was slow to recover, due to prolonged WFH in the IT & ITeS
sectors and lack of inbound travel. Recovery has gained momentum with ‘return to office’ in the IT & ITeS sectors, increased
inbound travel, induction of new joinees, increased MICE activities, and growing activity in the aerospace sector with global
companies setting up R&D and manufacturing bases in the Aerospace SEZ near Bengaluru airport.
• An important positive infrastructure is Bengaluru airport which opened a second runway in December 2019 and a second
terminal in November 22. Passenger numbers at Bengaluru airport stood at 42 million for Fiscal 2025 reflected 12% growth
over Fiscal 2024.
• The IT sector continued to materially work remotely for an extended period, affecting domestic and inbound travel needs; as
the return to office has increased, hotels have benefitted. Hotels such as BHVL’s Sheraton Grand Bangalore at Brigade Gateway
and Holiday Inn Bengaluru RaceCourse, with lesser dependence on the IT sector, were positively placed even as the work from
home was sizeable.
• Occupancy for YTD Mar-25 grew to 69%. ADR for YTD Mar-25 was 26% higher than YTD Mar-24,48 while RevPar saw
+38% increase for YTD Mar-25 over YTD Mar-24.
• CY 2024 ADR at 8k is 8% higher than calendar year 2023 while occupancy increased by three points to 65%. Improved ADR
levels in the city have enabled 23% RevPAR increase for calendar year 2024 over calendar year 2019.49
• The city benefits from having six distinct micro-markets in terms of actual and potential demand growth. Major events such as
Aeroshow and the annual Nasscom conference create beneficial value for hotels across the city. Aeroshow held in Q1-2025 has
contributed to the positive results for the quarter.
• Bengaluru has a significant balance of supply share across various price points, thereby causing lower city-wide ADR. The
ADR50spread between Lux-Upper Up segment and M-E segment was ₹9k for calendar year 2024 and narrowed to ₹ 8.3k f YTD
March 2025.
• Bengaluru demographics, with a growing workforce size and younger profile workforce, point to larger potential for staycations
and F&B spends at hotels with the requisite appeal. Sheraton Brigade gains from its integrated lifestyle precinct at Brigade
Gateway.
Chennai
48 Data Source: CoStar
49 Data Source: CoStar
50 Data Source: CoStar
174Chennai Hotel Market Performance
Data Source: CoStar
• Chennai has bounced back strongly, having achieved its best city-wide performance since calendar year 2008 with 71%
occupancy51 and ₹ 7.3k ADR52 in calendar year 2024. For calendar year 2024, the city ranked fourth in Occupancy, among
major business cities.
• City achieved 78% occupancy and INR 8.6k ADR as of YTD Mar-25. City performance for YTD Mar-25 reflects material
occupancy and ADR gain by 5 points, and 12% respectively.53
• The results were materially enabled by performance of the Lux-Upper Up segment with over 10k and 10.6k ADR54 for calendar
year 2024 and YTD Mar-25 respectively. Upscale and Upper Mid segment reported strong occupancy at 75% and 78% for
calendar year 2024 and YTD Mar-25 respectively.
• Demand is led by business travel, MICE, weddings and crew. Chennai being a state capital draws demand from official business
delegations for interaction with the government; bulk of demand is also facilitated by IT, automobile, health and pharma sectors.
Demand from weddings including lavish weddings also add cream to revenue and profits. MICE and weddings demand is
sourced from across the state and other cities in south India, with Chennai benefitting from its coastal location and range of
upper tier hotels.
• In March 2023 a new integrated airport terminal was developed increasing the pax capacity from 23 MPPA to 30 MPPA.
Phase 2 of the new terminal T2 is expected to be built in 2 years, for international and domestic operations, increasing
passenger capacity to 35 MPPA.
A new airport is planned at Parandur in Kanchipuram district, with the ultimate intent to handle 100 MPPA and complement
the existing Chennai International Airport. Construction of the first phase of Parandur Airport is intended to begin in January
2026, with expected completion by December 2028. The entire project, developed in multiple phases, is projected to be
completed by 2046.
• Heritage and Spiritual Tourism is growing in this city. Places such as UNESCO World Heritage site of Mahabalipuram near
Chennai attracts leisure travellers for its scenic beaches, religious destinations, and cultural appeal.
• The supply pipeline comprises 1.8k rooms by Fiscal 2030.
Ahmedabad
Ahmedabad Performance Overall
51 Data Source: CoStar
52 Data Source: CoStar
53 Data Source: CoStar
54 Data Source: CoStar
175Data Source: CoStar
• The charts above exclude performance of The Leela Gandhinagar, among the three Lux Upper Up hotels serving the wider
Ahmedabad market; if that hotel were included, the city-wide ADR levels would have been higher than reflected in the charts.
• The city had an occupancy55 of 68% in calendar year 2024 as compared to 66% in calendar year 2023, even as the city’s
inventory grew by nearly 13% in the same period. For YTD Mar-25, Occupancy stood at 74% at ADR of INR 6k, gaining 3
points in Occupancy and about 7% in ADR over YTD Mar-24.
• The Lux-UpperUp segment achieved nearly 72% and 82% occupancy in calendar year 2024 and YTD Mar-25, with ADR of
INR 7.0k and INR 8.1k respectively. 56
• CY 2024 performance reflected full recovery and growth over pre-Covid levels with 5 points higher occupancy57 and about
27% ADR58 gain over the calendar year 2019 level. However, compared to calendar year 2023, ADR is reduced by 6% while
gaining 2 points in occupancy.59
• Ahmedabad hotels are in an overall positive phase, as the state and the areas on the city’s outskirts draw industrial investment
and with continued push to grow the International Finance Centre at GIFT City near Gandhinagar. GIFT City, Ahmedabad
(Gujarat) is one of India’s pioneering global financial hubs.
• Expansion of the city’s airport, completion of the bullet train project and other intra-state road developments will support greater
MICE activity and some casual leisure/retail related travel. Passenger numbers for Fiscal 2025 reached 13 million marking a
15% increase over Fiscal 2024 and a 20% increase compared to Fiscal 2019 levels. Weddings demand is expected to remain
strong benefitting guest rooms and F&B demand.
• Metro rail link between Narendra Modi Stadium, Mahatma Mandir and GIFT City was launched in September 2024. With
better connectivity, GIFT city operations and demand are expected to grow.
• GIFT city has recently taken steps to ease liquor restrictions within its jurisdiction with a motive. The revised rules allow alcohol
consumption in specific areas like high-end hotels and business districts, increasing favourability for this global financial
business hub.
• The central and state governments are taking significant initiatives for industrial and economic growth of Gujarat state.
Ahmedabad is the largest city in Gujarat and a key city linked seamlessly with Gandhinagar, the state capital, and therefore
serving as a hub to foster the state’s economic growth. The city itself is expected to see the growth of manufacturing activities
on its outskirts, commercial and residential zones, and sports related infrastructure with the aim of bidding for the Olympics for
calendar year 2036.
Kochi
Kochi Performance Overall
55 Data Source: CoStar
56 Data Source: CoStar
57 Data Source: CoStar
58 Data Source: CoStar
59 Data Source: CoStar
176Data Source: CoStar
• Kochi had good performance in calendar year 2024 mostly relative to its own modest performance in recent past years. 70%
Occ60 at an ADR61 of ₹ 6.4k, which is the highest for this market in the last 12 years.
• YTD Mar25 occupancy touched 73% with an ADR of 7.4k representing 8% increase in ADR compared to YTD Mar24.
• The M-E segment enjoyed a good year, adding 12 pts Occ62 to go to 62.3% at Rs. 3.9k ADR63 which is higher than segmental
ADR for all metro cities for calendar year 24 (except Mumbai and Delhi NCR). For YTD March 2025, the M-E segment
achieved 73% occupancy with an ADR of INR 4,700.
• Infrastructure developments such as Kinfra International Exhibition Centre (KIEC) spread across 55,000 sft became operational
in February 2024. Kochi water metro has attracted nearly 1.9 million passengers averaging over 6k daily users in its first year,
enabling road de-congestion. These initiatives will help in better connectivity and might add value to hotels.
• Kochi currently has limited luxury hotels supply, comprising Taj Malabar and Grand Hyatt Bolgatty, both of which supply are
predominantly leisure/MICE hotels on the seafront. These have attracted the highest ADR's in Kochi. Given the limited supply
of luxury hotels in Kerala, The Ritz Carlton Vaikom Island Kerala can be expected to gain from its luxury positioning and
leisure attributes.
Hyderabad
Hyderabad Performance Overall
12,000 100
).s 10,005
R
(
R
A
65
)%
(
y
P v e R 6,449 c n a p u
&
R
c c
O
D
A
- 0
2019 2022 2023 2024 YTD Mar24 YTD Mar25
ADR RevPAR Occupancy
Data Source: CoStar
• The city has seen a resurgence of business since calendar year 2014, once the statehood matter was resolved. Hyderabad has
more than doubled its commercial real estate from 57 msf to 135 msf between calendar year 2018 and calendar year 2024, while
also increasing its hotel inventory by 2.3k rooms in the last 10 years (CY 2014-CY 2024).
60 Data Source: CoStar
61 Data Source: CoStar
62 Data Source: CoStar
63 Data Source: CoStar
177• Demand is materially IT and ITeS focussed. However, some corporate demand arises from locally based companies and for
professional services; demand is also supported by large retail spaces and the growth of F&B and entertainment spaces to
support a growing working population with younger demographics and substantial spend power.
• IT and ITEs activities are concentrated in Cyberabad area which has developed over the last about 30 years. This zone includes
Gachibowli and Kokapet which have enjoyed strong development and demand across segments, and with potential for
continued growth.
• The city benefits from the Hyderabad International Convention centre, the privately developed airport which is being expanded,
the aerotropolis development with MRO and other operations, industrial development in zones on the city outskirts and the
excellent road infrastructure.
• The performance on ADR was better than Occupancy, on market-wide basis for calendar year 2024 and YTD Mar-25.
Occupancy64 for calendar year 2024 and YTD Mar-25 stood similar at 65% each with strong ADR65 growth of 19% and 8%
over previous corresponding periods respectively. Lux-UpperUp ADR66 increased sharply to INR 11.6k in calendar year 2024
and further to 12.5k in YTD Mar-25 reflecting 15% growth over YTD Mar-24.
Mysore
• Estimated Occupancy for YTD December 2024 at about 75% at an ADR of 5.7k.67 Mysore city hotels draw demand for business
travel, leisure and group events (MICE and some weddings demand). The city will likely gain materially from the new
Expressway connect to Bengaluru that enables convenient and speedy travel between these key cities in Karnataka. While the
easier access could encourage someday-return business trips, these could also lead to more leisure and group travel; the
increasing availability of hotels in the city will also potentially favour greater business travel.
• Further, activation of Mysore airport provide greater connectivity with substantial potential to grow further as more destinations
are added – this will also help both business and leisure travel to the city.
Performance Indices
High occupancy levels at BHVL portfolio hotels enables high RevPAR. RevPAR is a key performance parameter reflecting the
effective yield on guest rooms. The occupancy, ADR and RevPAR indices (hotel performance for occupancy, ADR and RevPAR
over the market occupancy, ADR and RevPAR) for Bengaluru portfolio and the two luxury hotels in Bengaluru are provided below
Comparison between BHVL Bengaluru portfolio vs Overall Bengaluru Market
BLR Portfolio vs Overall Market
Calendar Year Occ ADR RevPAR
2019 1.06 1.06 1.12
2020 0.93 1.13 1.04
2021 1.33 1.02 1.36
2022 1.15 1.03 1.18
2023 1.17 1.01 1.18
2024 1.21 0.96 1.16
Jan25-Mar25 1.17 0.93 1.09
BHVL BLR Portfolio – Sheraton Grand Bangalore at Brigade Gateway, Grand Mercure Bangalore, Holiday Inn Bengaluru
RaceCourse, Holiday Inn Express & Suites Bengaluru OMR
Source: Hotel Performance – BHVL Management; Industry Performance - CoStar
Indices interpretation: Occupancy, ADR and RevPAR indices > 1 reflects Company performance higher than market; =1 reflects
Company performance equal to market; < 1 reflects Company performance less than market.
Comparison between BHVL’s BLR hotels vs respective segmental market performance
Calendar Year Sheraton Grand BLR vs Grand Mercure BLR vs
BLR UpperUp Segment BLR Upscale Segment
Occ ADR RevPAR Occ ADR RevPAR
2019 1.28 1.09 1.39 1.06 1.02 1.08
2020 1.07 1.18 1.26 0.96 1.15 1.10
2021 1.42 1.11 1.58 1.51 1.16 1.74
64 Data Source: CoStar
65 Data Source: CoStar
66 Data Source: CoStar
67 Data Source: Horwath HTL
1782022 1.04 1.17 1.22 1.19 1.11 1.32
2023 1.06 1.13 1.20 1.11 1.18 1.31
2024 1.14 1.01 1.16 1.10 1.20 1.32
Jan25-Mar25 1.16 1.00 1.16 1.13 1.03 1.17
Source: Hotel Performance – BHVL Management; Industry Performance - CoStar
CY Holiday Inn BLR vs Holiday Inn Express BLR vs
BLR UpMid Segment BLR UpMid Segment
Occ ADR RevPAR Occ ADR RevPAR
2019 0.86 0.96 0.82 - - -
2020 0.73 1.09 0.79 - - -
2021 0.79 1.18 0.93 0.83 0.96 0.80
2022 1.01 1.01 1.03 0.97 0.84 0.81
2023 1.08 1.04 1.13 1.07 0.84 0.90
2024 1.17 1.01 1.19 1.11 0.83 0.93
Jan25-Mar25 1.15 1.00 1.15 1.01 0.77 0.78
Source: Hotel Performance – BHVL Management; Industry Performance - CoStar
Comparison between BHVL’s hotels outside BLR vs respective segmental market performance
CY Holiday Inn Chennai vs Grand Mercure Mysore vs Four Points by Sheraton Kochi
Chennai UpMid Segment Karnataka Regional Upscale- vs
UpMid Segment Kerala Upscale Segment#
Occ ADR RevPAR Occ ADR RevPAR Occ ADR RevPAR
2019 1.34 1.18 1.58 1.06 0.98 1.05 0.59 0.76 0.45
2020 1.01 1.12 1.14 0.96 0.89 0.85 1.17 0.71 0.83
2021 1.17 0.96 1.12 1.23 0.79 0.98 0.95 0.62 0.59
2022 1.17 1.19 1.39 1.32 1.02 1.34 0.87 0.64 0.55
2023 1.13 1.26 1.41 1.35 1.03 1.39 1.10 0.63 0.69
2024 1.08 1.29 1.40 1.25 0.99 1.23 1.32 0.59 0.78
Jan25-Mar25 1.11 1.38 1.53 1.43 0.96 1.38 1.28 0.59 0.76
Source: Hotel Performance – BHVL Management; Industry Performance - CoStar
# Note that Four Points Sheraton is part of the IT InfoPark with demand factors that are not fully comparable with Kochi city
Upscale and Upper-Midscale segment
Operating Performance Parameters
Manpower to Rooms Ratio
Manpower to Rooms Ratio – Star Category Wise – Fiscal 2015 to Fiscal 2023
Year India 5 Star Deluxe 5 Star 4 Star 3 Star
Fiscal 2015 1.5 2.2 1.8 1.8 1.7
Fiscal 2016 1.6 2.1 1.9 1.7 1.6
Fiscal 2017 1.5 2.0 1.8 1.6 1.5
Fiscal 2018 1.6 1.8 1.7 1.6 1.6
Fiscal 2019 1.8 2.4 1.7 2 1.6
Fiscal 2020 1.8 1.8 1.6 1.7 1.9
Fiscal 2021 1.3 1.5 1.5 1.1 1.1
Fiscal 2022 1.5 2.1 1.5 1.1 1.1
Fiscal 2023 1.2 1.4 1.3 1.2 1.2
Source: FHRAI Reports; Fiscal 2024 is not available
Payroll cost is among the large operating costs for hotels and has a material impact on operating margins. During and post Covid-
19, hotels across segments have rationalised their staffing relative in response to reduced staff availability and higher payroll costs
in order to improve margins. The data above reflects only participating hotels in the surveys for various years.
Current trends among hotel companies is for luxury business hotels to be at or below 2.0 and for three and four-star hotels to be
between 0.8 to 1.2.
Operating Performance Comparison
179The table below provides a summary of operating performance and the table below provides F&B revenue of listed companies that
own 1.5k or more rooms for Fiscal 2022-2025.
Operating Performance - Select Listed Hotel Companies (₹ million)
Notes:
a. Consolidated numbers unless otherwise stated; Revenue includes Other income
b. IHCL, EIH and ITC are hotel companies that own and operate hotels and also operate and manage hotels of other owners.
c. Chalet, Ventive and JHL are hotel developers and owners. Hotels of these companies operate under a management or
franchise agreement with third party hotel operators.
F&B and Total Revenue - Select Listed Hotel Companies (₹ million)
Notes:
a. Consolidated numbers unless otherwise stated; Revenue includes other income.
b. IHCL, EIH and ITC are hotel companies that own and operate hotels and also operate and manage hotels of other owners.
c. Chalet, Ventive and JHL are hotel developers and owners. Hotels of these companies operate under a management or franchise
agreement with third party hotel operators.
d. For Fiscal 2025, total revenue and EBITDA includes IHCL, Chalet, Ventive, JHL and ASPHL.
Commercial Office Space
In this section we have provided a broad overview of Grade A commercial office space at an all-India level and for Bengaluru,
Chennai, Ahmedabad, Kochi and Hyderabad where BHVL has hotels. Data points for this section are sourced from JLL Research.
All data points in this section are for a calendar year.
India
India office market comprises of top seven office markets as per JLL (Bengaluru, Chennai, Delhi NCR, Hyderabad, Mumbai,
Kolkata and Pune). The charts below provide overview of commercial metrics.
180India Commercial space Metrics (msf) India Grade A Office Stock (msf)
Sector Wise Share of Gross Leasing
Source: JLL Research, Q1 2025
• The top seven markets in India has witnessed significant growth over the past two and half decades, surge in Grade A office
stock growing nearly 14 times, from 59.5 million sft in calendar year 2004 to around 864 million sft as of March 2025.
• Bengaluru, Hyderabad and Chennai had 25%, 16% and 9% share respectively of all India Grade A office Stock and collectively
accounts for 50% share.
• Vacancy rate was at 15.7% and 16.2% for Q1 2025 and calendar year 2024 lower than 17.2% for calendar year 2023 and
calendar year 2022 with the increase in net absorption by 19% in calendar year 2024 compared to calendar year 2023.
• With a substantial 35% share of the total gross leasing in Q1 2025, GCCs continue to remain the dominant occupier group.
India’s leadership position in the GCC ecosystem continues to remain intact, driven by high-end R&D work that supports
headcount expansion opportunities for these firms, resulting in high space demand.
• Flex space operators continue to play a significant role in India’s office markets, accounting for 20% of the gross leasing in
Q1 2025.
• Grade A office space occupied by GCC is in excess of 245 million sft as of Q1-2025 with 2000+ units in India expected to
grow to 2350+ units by calendar year 2027.
Bengaluru
181Bengaluru Commercial space (msf)
Bengaluru Grade A Office Stock (msf) Distribution of office stock based on usage
Comments:
• Bengaluru has emerged as a dominant force in India's office market, having Grade A office stock of approximately 219 million
sft as of Q1 2025.The city has played a pivotal role in shaping India's Grade A office net absorption, consistently accounting
for a significant share of pan India annual net absorption, ranging between 21%-30% of India’s net absorption between
calendar year 2019 to calendar year 2025.
• Bengaluru has consistently held a Grade A office supply’s substantial share of 24 to 25% in India annual Grade A office supply
since calendar year 2019. This trend highlights that the city's strong demand is well-supported by a robust supply pipeline,
ensuring continued growth in its commercial real estate market.
Chennai
Chennai Commercial space (msf)
182Chennai Grade A Office Stock (msf) Distribution of office stock based on usage
Comments:
• Chennai's office real estate market has emerged as a prominent and thriving sector in South India. The city holds a total Grade
A office inventory of 78 million sft as of Q1 2025, accounting for around 9.1% of the stock in the top seven markets of India.
• Chennai's office market began recovering from the pandemics impact in 2022. Vacancy rate decreased by 2.3 points in calendar
year 2024 compared to calendar year 2023. In calendar year 2024, net absorption decreased from 6.6 million sft in calendar
year 2023 to 5 million sft in calendar year 2024 was at 5 million sft. For Q1 2025, vacancy rate stands at 6.7% while net
absorption is 1.0 million sft.
• Continued development of quality office space has led to decreasing vacancy rates, and the demand-supply gap is expected to
remain steady, signalling stronger market activity ahead.
Hyderabad
Hyderabad Commercial space (msf)
Hyderabad Grade A Office Stock (msf) Distribution of office stock based on usage
183Source: JLL Research, Q1 2025
Comments:
• Hyderabad is one of the fastest-growing cities in India and the fourth largest office market in India in terms of Grade-A office
space stock. The city has total Grade A office inventory of approximately 137 million sft, representing around 16% of the total
stock in India's top seven markets as of Q1 2025.
• In recent years, Hyderabad has experienced significant growth in new office supply, particularly in the key submarkets of
Gachibowli and Hitech City.
• The average annual supply addition before calendar year 2018 was 4.8 million sft,but averaged to 14.8 million square feet
over calendar year 2022 to calendar year 2024.
• In calendar year 2024 and Q1 2025, net absorption in the city reached 7.3 million sft and 2.2 million sft respectively, accounting
for approximately 15% and 17% of the total in India for respective periods.
Ahmedabad
• Total office stock as of March 2025 in Ahmedabad is in range of 15-17 million sft with rentals ranging between 55-60
INR/sft/month.
• The prominent occupiers of the office space are Bank of America, Google, IBM, Oracle and TCS.
Kochi
• Kochi commercial real estate market is segmented in various sub markets. The Kakkanad area, falling within the PBD
(Peripheral Business District) submarket, has witnessed significant commercial development due to investments made by the
state government, including the construction of a 30 km seaport,airport ring road, and the Secretariat.
• The completed office stock as of March 2025 is in range of 16-17 million sft with vacancy ranging from 25-30%
Cost of Development per key
Project costs have risen since the pandemic, requiring larger investment in hotel development. Increased costs for new projects
provide competitive advantage of existing hotels which carry lower historical costs. Project costs vary from hotel to hotel due to
several factors including size of hotel, F&B spaces - number and type (cuisine) of restaurants, restaurant standards and appeal,
banquet spaces and facilities, other public areas, number of basements (including based on regulatory requirement for parking),
brand specific needs, site specific development challenges and financing plans and patterns.
Broadly, current development costs (excluding land cost) are emerging at:
• Luxury: ₹ 16 to ₹ 30 million per key
• Upper Upscale: ₹ 11.5 to ₹14 million per key
• Upscale: ₹ 8 million to ₹11 million per key
• Upper Midscale: ₹ 6 million to ₹ 7.5 million per key
• Midscale: ₹ 4.5 million to ₹ 5.5 million per key
Barriers to Entry
Development of hotels in India faces several challenges, principal among which are:
a. Land:
Availability of land at suitable locations for hotels, high cost of available land, and limited development entitlements - create
limitations on hotel development, viability, and hotel size.
b. Regulatory Approvals:
Hotel projects require multiple regulatory approvals and licenses, before project implementation and prior to opening. The
process is time consuming, with timing uncertainties and delays – the resultant longer time to hotel opening causes project cost
escalations, significant additional interest cost, debt-service pressures, and project quality impact.
c. Policy Changes:
Policy changes by government can have a material impact on hotel development, operations and profitability. For example,
(a) imposition of liquor prohibition; (b) substantial delay in completion of Delhi Aerocity hotels as security issues were not
resolved in a time- bound manner; (c) recent requirement for drivers accommodation in Tamil Nadu.
d. Bank Financing:
184Cost and availability of debt, shorter loan tenures (8 to 10 years till 2015), and repayment structures which were inconsistent
with the capital-intensive nature of hotels that typically need 2-4 years to stabilise operations. Bankers now provide extended
tenures of 12-15 years which is more consistent with the industry needs and cash flow patterns.
e. Availability of Equity Capital:
Shortage of sufficient long-term equity capital is a significant constraint towards capacity creation, particularly a portfolio of
hotels or large hotels, and funding working capital shortages.
f. Manpower Shortages:
Increasing manpower shortages - staff and managers with sufficient operating experience and skills – and high attrition across
managerial and staff levels poses service limitations for hotels. Increased use of technology and larger talent pool of hotel
chains will be sought.
Several of these barriers, particularly Land, Bank Financing and Availability of Equity Capital have greater implication for
Lux-UpperUp hotels and hotels with large inventory and function spaces.
Potential risk factors to the hospitality industry
1. Reputation Risk
The reputation of a hotel is critical to its success. Such reputation is built by the product quality, location and appeal, range
and quality of food & beverage offerings, quality of function spaces and the branding of the hotel. Service is critical to
building a strong reputation. Reputation damage could occur if health and safety norms are not adequately complied with
and implemented.
2. Demand risk
The discretionary nature of hotel demand can impact demand volumes, profile and pricing due to factors such as economic
slowdown; new competitive supply or loss of product quality. Seasonality aspects could also have a material impact on
demand, particularly if any challenges occur during high season periods for a destination. Further, as stated in the Economic
Survey of India 2024-2025, the ripple effects in India of a material correction in US stock markets could impact
discretionary spending.
Overall demand is more discretionary for leisure, weddings and MICE purposes, while for business driven destinations a
certain element of business travel is often inevitable; pricing and demand interplay can negatively impact revenues during
an economic or travel slowdown or on account of travel advisories.
3. Geopolitical Factors and Uncertainties
Travel is impacted by multiple factors including geopolitical matters and related uncertainties and security issues. The
impact in discretionary travel and long-haul travel can impact cross border travel, thereby impacting overall demand and
related pricing.
Geopolitical factors can also cause increase in project/operating cost, thereby impacting project funding plans and/or
operating margins.
4. Competition Risk
Arises from newer and more contemporary hotels setup in a market and from alternate accommodation. Material new
supply created in a market or micro market within a concentrated timespan, can impact occupancy and pricing unless there
is ready latent demand to absorb the new supply. Good quality new hotels at different price points could also channel away
demand at higher priced hotels which are benefitting from pricing strength due to lack of adequate supply. On the other
hand, depending on circumstances in a market additional supply could also create better visibility and greater critical mass
to the benefit of various hotels.
5. Economic Risk
Business conditions for hotels can be impacted by the overall economic situation in the country/ city or in key source
markets, with demand, occupancy and rates at different product segments being positively or negatively impacted by
economic cycles or geopolitical factors. A slow, stagnant or declining economy creates demand and pricing pressure,
including on demand for restaurants, functions etc. A growing economy with positive sentiment helps to lift demand,
pricing and spends. Economic risks can in turn impact foreign currency reserves and create foreign currency risks which,
in turn, can impact earnings and availability of foreign exchange debt funding for hotel projects. Temporary currency
restrictions can have potential impact on foreign currency available to fund imports of goods and services for hotel
operations.
6. Health and Security Risk
185Health and or security factors affecting a destination, destination country, or key source markets can negatively impact
demand. This was seen during the Covid pandemic or in certain Asian markets during the SAARS epidemic, or when terror
attacks occurred in Mumbai and New York in 2008 and 2001 respectively. Recovery from health and security concerns
depends on the cause but generally remains robust if the destination market is a key market.
7. Source Market Concentration Risk
Source market economic issues can impact demand and revenues in a destination particularly if there is substantial demand
concentration and reliance upon a particular source market which is suffering an economic downturn. Substantial demand
concentration or reliance upon specific source markets can impact demand and revenues, if one or more of such source
market suffers from demand risks on account of economic, health or security issues.
8. Digital Security and Data Privacy Risk
Substantial use of the digital medium for sales and marketing, and the collection, use and storage of guest personal data
creates the risk of data breach which could affect operating systems and operations, as well as compliance with data privacy
laws and regulations. In turn, this can expose hotel companies, including managed hotels, to liability under international
and domestic laws and regulations e.g. GDPR Regulations and the Digital Personal Data Protection Act, 2023 (regulations
yet to be notified). Further, hotel companies that do not have a robust digital platform can suffer competitive disadvantage.
9. Human Resources Risk
The hotel sector is materially subject to Human Resources (HR) risk as regards availability of a sufficiently large pool of
managers and employees with relevant skills and experience to meet staffing needs of a rapidly growing industry, higher
competitive costs for personnel, and high attrition levels due to demand for trained hotel staff across various service sectors.
While staffing pattern have been modified as an outcome of the Covid pandemic, the HR risk is expected to remain
significant.
10. Operating Margin Risk
Operating margins can come under pressure due to decline in revenue (quantum and or rate based) and increase in costs.
Cost increases are not always immediately controllable, particularly fixed cost elements towards various utilities, payroll
costs with increases amidst competition, increasing input costs towards F&B and other supplies. Sales costs can vary
depending upon sales channels used and the strength of operator’s sales channels through its loyalty programs and digital
or other systems. Greater ability of a hotel to reduce its fixed cost would prove beneficial in managing operating margins.
11. Compliance Risk
Substantially increased compliance requirements results in greater risk of compliance failure and in added compliance costs
which have effect on operating margins. Variances in compliance needs across different states in India add to the risks
levels and to compliance cost.
12. Third Party Risk
The changing business ecosystem with increased outsourcing of various functions and sharper procurement timelines create
newer third-party risk for hotels and asset portfolios. Third party risk can also arise from outdoor catering events and from
greater use of contract employees.
13. Development and Growth Risk
Growth of hotel supply can be impacted by various developmental risks including availability of suitable land with clear
titles, entitlements and affordable costs; need for multiple approvals without defined time commitments from authorities,
project delays due to regulatory requirements, funding delays including availability and cost of foreign currency funding
and inability to meet escalated project cost due to the aforesaid factors. Projects also get delayed, and sometimes abandoned,
due to economic disruptions, insufficient funding, and resultant cost escalations. These can cause hotel projects to be
delayed or downsized (with or without reduction in scale during project implementation), or carrying inadequate initial
quality due to lack of funding.
14. Debt Service Risk
Debt stress can arise due to development and implementation challenges for hotels, or from overly leveraged hotels or lack
of demand growth or penetration to the extent anticipated thereby causing inadequate funds availability for debt service.
Debt service obligations can pile up quite rapidly if allowed to persist, impacting the hotel asset and service quality,
performance and competitiveness.
18615. Asset Impairment Risk
Lack of suitable care in the upkeep, renovation and upgrade of individual hotel assets from time to time can impact the
hotel’s competitive positioning and capability and thereby impact its earnings. As a cyclical consequence, this can further
reduce funds availability for reinvestment in improving the asset and to overcome asset quality impairment.
16. Climate Change Risk
Climate change factors can have material bearing on hotels in terms of changing business seasons, impact of global
warming, increased operating costs due to need for additional air-conditioning and or lack of water, reduced demand due
to high temperatures flooding and landslides (these can even restrict access) and higher cost of operation to comply with
sustainability needs and expectations which may be regulatory and / or competitive in nature.
187OUR BUSINESS
Some of the information in this section, including information with respect to our business plans and strategies, contain forward-
looking statements that involve risks and uncertainties. You should read “Forward-Looking Statements” on page 18 for a discussion
of the risks and uncertainties related to those statements and “Risk Factors”, “Restated Consolidated Summary Statements” and
“Management’s Discussion and Analysis of Financial Condition and Results of Operations” on pages 31, 254 and 322, respectively,
for a discussion of certain factors that may affect our business, results of operations, financial condition or cash flows. Our actual
results may differ materially from those expressed in or implied by these forward-looking statements.
Our Company’s financial year commences on April 1 and ends on March 31 of the subsequent year, and references to a particular
fiscal year are to the 12 months ended March 31 of that particular year. Unless otherwise indicated or the context otherwise
requires, the financial information included herein is based on or derived from our Restated Consolidated Summary Statements
included in this Red Herring Prospectus. For further information, see “Restated Consolidated Summary Statements” on page254.
Also see, “Definitions and Abbreviations” on page 2 for certain terms used in this section. Unless otherwise stated or the content
otherwise requires, references in this section to “we”, “us”, or “our” are to Brigade Hotel Ventures Limited along with our
Subsidiary, SRP Prosperita Hotel Ventures Limited on a consolidated basis while “our Company” or “the Company” are to Brigade
Hotel Ventures Limited on a standalone basis.
Unless otherwise indicated, industry and market data used in this section has been derived from the industry report titled “India
Hotel Sector” dated July 6, 2025 (the “Horwath HTL Report”) prepared and issued by Crowe Horwath HTL Consultants Private
Limited (“Horwath HTL”), appointed by us pursuant to an engagement letter dated March 7, 2024 (accepted by our Company on
March 13, 2024) and the revised engagement letter dated December 19, 2024 read with the addendum to the engagement letter
dated May 2, 2025 and exclusively commissioned and paid for by our Company to enable investors to understand the industry in
which we operate in connection with the Issue. The data included herein includes excerpts from the Horwath HTL Report and may
have been re-ordered by us for the purposes of presentation. Horwath HTL is an independent consulting company and is not a
related party of our Company, our Subsidiary, Directors, Promoter, Key Managerial Personnel, Senior Management Personnel or
the Book Running Lead Managers. Unless otherwise indicated, financial, operational, industry and other related information
derived from the Horwath HTL Report and included herein with respect to any particular calendar year/ Fiscal refers to such
information for the relevant calendar year/ Fiscal. Further, references to various segments in the Horwath HTL Report and
information derived therefrom are references to industry segments and in accordance with the presentation, analysis and
categorisation in the Horwath HTL Report. Our segment reporting in our financial statements is based on the criteria set out in Ind
AS 108, Operating Segments and we do not present such industry segments as operating segments. A copy of the Horwath HTL
Report is available on the website of our Company at https://bhvl.in/investors/industry-report. For further information, see “Risk
Factors – 62. Certain sections of this Red Herring Prospectus disclose information from the Horwath HTL Report which is a paid
report and commissioned and paid for by our Company exclusively in connection with the Issue and any reliance on such
information for making an investment decision in the Issue is subject to inherent risks.” on page 71. Also see, “Certain Conventions,
Use of Financial Information and Market Data and Currency of Presentation –Industry and Market Data” on page 17.
Overview
We are an owner and developer of hotels in key cities in India primarily across South India. We are the second largest owner of
chain-affiliated hotels and hotel rooms in South India (comprising the states of Kerala, Andhra Pradesh, Tamil Nadu, Karnataka,
Telangana, and the Union territories Lakshadweep, Andaman and Nicobar Islands and Pondicherry) among major private hotel
asset owners (i.e., investors owning at least 500 rooms pan India) as of March 31, 2025 (Source: Horwath HTL Report). Our
Promoter, Brigade Enterprises Limited (“BEL”) entered into the hospitality business in 2004 with the development of our first hotel
Grand Mercure Bangalore, which commenced operations in 2009. As of the date of this Red Herring Prospectus, we have a portfolio
of nine operating hotels across Bengaluru (Karnataka), Chennai (Tamil Nadu), Kochi (Kerala), Mysuru (Karnataka) and the GIFT
City (Gujarat) with 1,604 keys. Our hotels are operated by global marquee hospitality companies such as Marriott, Accor and
InterContinental Hotels Group and are in the upper upscale, upscale, upper-midscale, and midscale segments (Source: Horwath
HTL Report). Our hotels provide a comprehensive customer experience including fine dining and specialty restaurants, venues for
meetings, incentives, conferences, and exhibitions (“MICE”), lounges, swimming pools, outdoor spaces, spas, and gymnasiums.
Our hotels have been recognized for their quality and have received several awards. For example, our hotel Sheraton Grand
Bangalore at Brigade Gateway was awarded the ‘City Hotel of the Year 2022-2023’ at the Luxury Travel Guide Globe Awards and
‘Leading Luxury hotel’ by South Asian Travel Awards in 2024, our hotel Holiday Inn Chennai OMR IT Expressway was awarded
the ‘Best Five Star Hotel of the year’ for 2019 by Tamil Nadu Tourism and our hotel Four Points by Sheraton Kochi Infopark was
awarded the ‘Vajra Award of the Year’ in 2023 by the Department of Labour and Skills, Government of Kerala in recognition of
the highest category ranking for overall performance in labour relations and compliance.
We are a subsidiary of BEL which is a real estate developer in India. Our association with BEL gives us a competitive edge and
allows us to leverage its brand reputation, relationships with corporate clients and expertise in developing real estate properties. We
benefit from BEL’s understanding of market trends and strategic location opportunities, enabling us to develop hotels in prominent
areas with high growth potential. We also take advantage of BEL’s involvement in mixed-use developments to develop hotels as
part of real estate projects to offer integrated experiences to our customers. Further, BEL’s knowledge and resources enable us to
develop quality hotels in a cost-efficient manner and gives us the advantage of economies of scale when procuring goods and
188services for the hotels.
Our hotels are typically located in positive demand locations, driven by factors such as population density, premium
neighbourhoods, commercial centres and IT hubs (Source: Horwath HTL Report). We focus on identifying specific locations for
our hotels within cities that are conveniently located near airports, business districts, commercial centres and retail hubs with a high
footfall. For example, our hotel Grand Mercure Bangalore is located in the heart of Bengaluru’s Koramangala region, providing
accessibility to key business hubs, prominent tech parks and a variety of dining and entertainment options while our hotel Grand
Mercure Mysore is located in close proximity to iconic landmarks such as Mysore Palace, allowing customers to experience cultural
heritage. In addition, our hotel Grand Mercure Ahmedabad GIFT City is located within GIFT City (Gujarat) which is one of the
India’s pioneering global financial hub (Source: Horwath HTL Report). We align branding and positioning of our hotels with the
characteristics of each location, catering to preferences and expectations of our target customers. For example, we strategically
chose the ‘Grand Mercure’ brand for certain of our hotels in Bengaluru (Karnataka), Mysuru (Karnataka), and GIFT City (Gujarat)
owing to their upscale positioning, offering a blend of international standards and local flavours. Our capability to collaborate with
global marquee hospitality companies, our brand-agnostic approach, and our appeal to global brands demonstrate our adaptability
and helps us enhance our market presence in India.
We have a proven track record of developing marquee hotels across various geographies and different hospitality segments. Our
number of keys has grown over the years, from 1,474 keys as of March 31, 2023 to 1,604 keys as on the date of this Red Herring
Prospectus. Further, our average occupancy (representing the total number of room nights sold divided by the total number of room
nights available at a hotel or group of hotels) in Fiscal 2025 was 76.76% which was higher than the industry annual occupancy in
Fiscal 2025 of 64.5% (Source: Horwath HTL Report).
We intend to develop five additional hotels. In particular, we intend to develop a luxury beach resort at ECR in Chennai (Tamil
Nadu) and two upper midscale hotels in Bengaluru (Karnataka). With respect to the luxury beach resort, we have entered into a
management agreement with Hyatt to develop the resort under the ‘Grand Hyatt’ brand. Similarly, with respect to the two upper
midscale hotels in Bengaluru (Karnataka), we have entered into definitive agreements with Marriott to develop these hotels under
the ‘Fairfield by Marriott’ brand. We also intend to develop a luxury hotel under the InterContinental brand in Hyderabad
(Telangana), for which our Promoter, BEL, has entered into a definitive agreement with InterContinental Hotels Group. In addition,
we plan to develop a wellness resort on 14.70 acres in Vaikom, Kerala of which we own 7.08 acres and have entered into a
memorandum of agreement dated October 21, 2024 with Brigade Hospitality Services Limited to purchase the balance 7.62 acres.
We have also entered into a definitive agreement with Marriott to develop this resort under ‘The Ritz-Carlton’ brand. We intend to
complete the construction of the luxury beach resort in Chennai (Tamil Nadu) and two upper midscale hotels in Bengaluru
(Karnataka) by Fiscal 2028 and the remaining two hotels (including the wellness resort) by Fiscal 2029.
From time to time, we may enter into definitive or non-binding memoranda of understanding (“MoUs”) for development of hotels
in future. For example, we have entered into (i) a definitive agreement with Marriott for a hotel to be situated at OMR in Chennai
(Tamil Nadu) under the “JW Marriott” brand; (ii) a non-binding MoU with Marriott for a hotel to be situated at World Trade Center
in Chennai (Tamil Nadu) under the “Courtyard by Marriott” brand; and (iii) a non-binding MoU with Marriott for a hotel to be
situated in World Trade Center in Thiruvananthapuram (Kerala) under the “Marriott” brand. As of the date of this Red Herring
Prospectus, we do not have any land or building arrangements where the aforementioned hotels may be situated.
We believe that we are well-positioned to benefit from growing hospitality demand, particularly in markets where we operate. As
per the Horwath HTL Report, select markets (i.e., Bengaluru (Karnataka), Chennai (Tamil Nadu), Hyderabad (Telangana),
Ahmedabad (Gujarat), Kochi (Kerala) and Mysuru (Karnataka)) will see limited new supply, with only 12.3% share of new supply
between April 1, 2025 and March 31, 2030. With only 13.7 thousand rooms being added in select markets through March 2030, the
overall supply share of select markets will decline from its current level of 22.9% to 19.2% (Source: Horwath HTL Report).
According to the Horwath HTL Report, the Hotel Association of India (“HAI”) estimates foreign tourist arrivals (“FTA”) to cross
30 million in India by calendar year 2037 and McKinsey estimates 5 billion domestic visits by calendar year 2030. Further, longer
term HAI forecasts 15 billion domestic visits and 100 million FTAs by calendar year 2047. The growth in FTAs is expected to
strengthen hotel average daily rates, particularly for upper-tier hotels (Source: Horwath HTL Report). According to the Horwath
HTL Report, the inventory supply is projected to grow at a CAGR of 7.3% in Bengaluru, 3.8% in Chennai, and 4.8% in Hyderabad
from Fiscal 2025 to Fiscal 2030, compared to 5.4%, 3.8% and 3.5% from Fiscal 2015 to Fiscal 2025, respectively.
We follow a business model where we either own or lease hotel assets and engage global hospitality companies for operation of the
hotels. Collaboration with global hospitality companies allows us access to their operating processes and expertise, global best
practices, marketing strategies and operational know-how. We closely monitor hotel performance and work with hotel operators to
set performance targets and manage expenses. Our initiatives towards optimizing expenses include space utilization, reduction in
energy consumption, shared services, facility upgrades, staffing optimization, and leveraging technology which in our experience
improves cost-effectiveness.
We benefit from the experience of our senior management team, who have extensive knowledge in the hospitality and real-estate
sector, including in operations, business development and customer relationships. We are guided by our Directors, including Nirupa
Shankar, Amar Mysore and Vineet Verma who have several years of experience in the hospitality and real-estate industry,
respectively, and have been instrumental in the growth of our business and operations. In addition, our Key Management Personnel
189and Senior Management Personnel include qualified professionals with extensive experience across various industries and functions
including finance, legal, projects and design, asset management and hospitality.
The following table sets forth certain of our financial information as at and for the years indicated:
Particulars As at and for the year As at and for the year As at and for the year
ended March 31, 2025 ended March 31, 2024 ended March 31, 2023
Total Income (₹ million) 4,706.80 4,048.50 3,564.10
Revenue from operations (₹ million) 4,682.50 4,017.00 3,502.20
F&B revenue contribution (as a percentage of 32.75%
31.68% 31.30%
revenue from operations) (in %) (1)
Total expenses (₹ million) 4,261.70 3,727.70 3,719.50
EBITDA(2) (₹ million) 1,668.70 1,446.10 1,139.80
EBITDA Margin(3) (%) 35.45% 35.72% 31.98%
Restated profit/(loss) for the year (₹ million) 236.60 311.40 (30.90)
Total Assets (₹ million) 9,475.70 8,867.80 8,406.70
Total Equity (₹ million) 1,023.30 790.10 478.00
Non-current liabilities - Financing liabilities – 4,933.90 5,491.30 5,010.50
Borrowings (₹ million)
Current liabilities - Financing liabilities – 1,239.30 520.60 1,314.50
Borrowings (₹ million)
Total Borrowings (₹ million) 6,173.20 6,011.90 6,325.00
Net Borrowings (₹ million) (4) 5,949.60 5,809.30 6,014.90
Return on Capital Employed(5) (%) 13.62% 12.64% 8.64%
Return on Adjusted Capital Employed(6) (%) 16.27% 14.84% 9.50%
1. F&B revenue contribution (as a percentage of revenue from operations) is calculated as a percentage of F&B revenue of the relevant year divided by revenue
from operations for the same year.
2. EBITDA is calculated as Restated profit/(loss) for the year plus total tax expense plus finance costs plus depreciation and amortisation expenses
3. EBITDA Margin is calculated as EBITDA divided by total income.
4. Net Borrowings is calculated as total borrowings less cash and cash equivalents less bank balances other than cash and cash equivalents.
5. Return on Capital Employed is calculated as earnings before interest and taxes (“EBIT”) divided by capital employed. Capital employed is the aggregate value
of total equity plus total borrowings plus total lease liabilities while EBIT is calculated as restated profit/(loss) for the year plus total tax expense plus finance
costs.
6. Return on Adjusted Capital Employed is calculated as EBIT divided by adjusted capital employed. Adjusted Capital Employed is calculated as capital employed
less total lease liabilities while EBIT is calculated as restated profit/(loss) for the year plus total tax expense and finance costs.
For reconciliation in relation to EBITDA, EBITDA Margin, Net Borrowings, Return on Capital Employed and Return on Adjusted
Capital Employed, see “Other Financial Information – Non - GAAP Measures” on page 319.
The following table sets forth certain of our operational information for the years indicated:
Particulars As of/ for the year ended As of / for the year ended As of / for the year ended
March 31, 2025 March 31, 2024 March 31, 2023
Average Room Rate(1) (₹) 6,693.59 6,387.58 5,943.57
Average Occupancy(2) (%) 76.76% 73.29 69.59
Revenue per Available Room(3) (“RevPAR”) (₹) 5,138.18 4,681.17 4,136.34
Staff to Room Ratio(4) (number) 0.74 0.74 0.66
1. Average Room Rate represents revenue from room rentals at our hotels divided by total number of room nights sold (including keys that were available for only
a certain portion of a year)
2. Average Occupancy represents the total number of room nights sold divided by the total number of room nights available at a hotel or group of hotels.
3. RevPAR is calculated by multiplying average daily rate and average occupancy.
4. Staff Per Room Ratio is calculated by dividing total staff (excluding the contractual employees) by the number of available keys.
Our Strengths
Strategically Located Award Winning Hotels with Diversified Offerings in the Key Cities primarily in South India
We are an owner and developer of hotels in key cities in India primarily across South India. We have a portfolio of nine operating
hotels across Bengaluru (Karnataka), Chennai (Tamil Nadu), Kochi (Kerala), Mysuru (Karnataka) and the GIFT City (Gujarat) with
1,604 keys as on the date of this Red Herring Prospectus. Our hotels are operated by global marquee hospitality companies such as
Marriott, Accor and InterContinental Hotels Group, reflecting our commitment to offering curated experiences to our customers
and are in the upper upscale, upscale, upper-midscale and midscale segments (Source: Horwath HTL Report).
Our hotels are typically located in positive demand locations, driven by factors such as population density, premium
neighbourhoods, commercial centres, IT hubs or strong leisure potential (Source: Horwath HTL Report). Our experience and
familiarity in the Indian hospitality market, coupled with the expertise of our Promoter, BEL, in the Indian real-estate sector enables
us to identify locations for our hotels with growth potential. We lay emphasis on identification of locations within cities based on
their proximity to airports, business districts, commercial centres and retail hubs with high footfalls. Upon identification of a
190particular micro-market and based on our assessment of its growth potential, we develop our hotels at a scale which can benefit
from the future demand growth. The number of rooms in our hotels is higher than the average number of rooms in hotels in India
within the same segments (Source: Horwath HTL Report). Our Promoter, BEL’s experience as a real estate developer in India
enabled it to lead supply creation of significance in several micro-markets such as Sheraton Grand Bangalore at Brigade Gateway
in North-west Bengaluru (Karnataka) and Grand Mercure Bangalore in Koramangala area (Karnataka), Four Points by Sheraton
Kochi Infopark in the IT Park at Kakanad in Kochi (Kerala) and Grand Mercure Ahmedabad Gift City (Gujarat) (Source: Horwath
HTL Report). Further, our hotel Holiday Inn Bengaluru Racecourse was the first to offer large inventory in the upper-midscale
segment in its micro-market and is the second largest hotel outside the upper tier in Bengaluru (Source: Horwath HTL Report).
Set forth below are certain details on the location our hotels:
Hotel Location
Grand Mercure Bangalore It is located in the centre of Bengaluru’s Koramangala region. This location offers access to key
business hubs, technology parks and a wide variety of dining and entertainment choices, meeting
the requirements of corporate customers.
Sheraton Grand Bangalore at Brigade It is situated within the integrated lifestyle precinct of Brigade Gateway in Rajajinagar, Bengaluru
Gateway (Karnataka), adjacent to the World Trade Center and the Orion Mall. This strategic positioning not
only attracts business travellers seeking convenience and connectivity in the city centre but also
appeals to leisure customers with its blend of luxury and accessibility. Further, the hotel benefits
from the World Trade Center Bangalore, Peenya, Nelamangala Industrial Belt, Indian Institute of
Science, events at Bangalore International Exhibition Centre, Kempegowda International Airport,
Palace Grounds, and the residential campus at Brigade Gateway.
Grand Mercure Mysore It is located in close proximity to iconic landmarks such as the Mysore Palace. This proximity
provides access to business districts and also allows customers to explore the city’s cultural heritage
and shopping experiences.
Holiday Inn Chennai OMR IT It is strategically located at the beginning of the Old Mahabalipuram Road (OMR), Chennai,
Expressway offering corporate customers a distinct advantage with its close proximity to IT parks and
multinational corporations.
Holiday Inn Bengaluru Racecourse It is located with a view of the Bengaluru Turf Club’s racecourse and is close to Bengaluru’s
wholesale hub of Chickpet, Gandhinagar and the central railway station which allows customers to
have convenient access to business hubs while also being surrounded by entertainment options,
making it a suitable choice for business travellers seeking both productivity and leisure options. It
was the first hotel to offer large inventory in the upper-midscale segment in its micro-market and is
the second largest hotel outside the upper tier in Bengaluru (Source: Horwath HTL Report).
Four Points by Sheraton Kochi Infopark It is located just outside Infopark in Kochi, Kerala, a prominent IT hub and demonstrates our
commitment to offering travellers with convenience and accessibility. This location serves as a
gateway to major corporations and government offices in Kochi, Kerala.
Grand Mercure Ahmedabad GIFT City It is located within GIFT City (Gujarat) which is India’s pioneering global financial hub (Source:
Horwath HTL Report), offering customers a distinctive advantage in terms of surroundings.
Holiday Inn Express & Suites Bengaluru It is strategically located along the Old Madras Road in Bengaluru, Karnataka, in proximity to the
OMR industrial hub of Hoskote, Narsapura and Whitefield, allowing customers with access to technology
parks, corporate offices and shopping centres including Orion Uptown Mall within the hotel
complex.
ibis Styles Mysuru It is located at KRS road in Mysuru’s industrial area. Despite its central location, the property is
surrounded by greenery, offering a peaceful escape from the city’s busyness which we believe
makes it a suitable choice for leisure travellers.
Based on market potential and target customers, we determine the optimal number of rooms for each hotel property, as well as ideal
pricing, positioning, and brand for a hotel. We align branding and positioning of our hotels with characteristics of each location,
catering to preferences and expectations of our target customers. Set forth below are the rationale for choosing brands for our hotels:
• we strategically chose the ‘Grand Mercure’ brand for certain of our hotels in Bengaluru (Karnataka), Mysuru (Karnataka), and
GIFT City (Gujarat) due to their upscale positioning, offering a blend of international standards and local flavours. The
flexibility of the brand also enables us to design cost-effective hotels. For our hotel at Koramangala in Bengaluru (Karnataka),
we chose the ‘Grand Mercure’ brand to attract travellers looking for accommodations with a local touch. Similarly, our hotel
in Mysuru (Karnataka) was chosen to match the city’s cultural richness and regal atmosphere, emphasizing the brand’s
commitment to providing authentic customer experiences whereas our decision to choose the ‘Grand Mercure’ brand for our
191hotel in GIFT City (Gujarat) was influenced by its reputation for upscale accommodations and personalized service, in line
with the ethos of India’s first operational smart city and global financial hub.
• the choice of ‘Sheraton Grand’ brand for our hotel located within the precinct of Brigade Gateway in Bengaluru, Karnataka
reflects our endeavour to create a luxurious and elegant atmosphere that complements the nearby World Trade Center and
Orion Mall.
• the choice to select ‘Holiday Inn’ brand for our hotels in Bengaluru (Karnataka) and Chennai (Tamil Nadu) is based on its
trusted reputation, offering comfortable accommodations and consistent service standards that cater well to the busy business
environments in these cities.
• the brand ‘Four Points by Sheraton’ was chosen for our hotel located in Infopark, Kochi, due to its focus on providing comforts
and business-friendly amenities that align with the requirements of customers seeking a convenient and productive stay.
• the choice of the brand ‘Holiday Inn Express & Suites’ for our hotel located in the OMR region in Bengaluru, Karnataka was
driven by its ability to provide a hassle-free and value-oriented stay experience, catering specifically to business travellers.
• the choice of the brand ‘ibis Styles’ for our hotel located in KRS Road in Mysuru, Karnataka was for its identity of having a
unique design for each destination (where we have themed our hotel on the Ranganthittu Birds Sanctuary). The hotel welcomes
customers in an atmosphere mixing comfort and style.
Our hotels have been consistently recognized for their quality and have received several awards. For example, our hotel Sheraton
Grand Bangalore at Brigade Gateway was awarded ‘City Hotel of the Year 2022-2023’ at the Luxury Travel Guide Globe Awards
and ‘Leading Luxury hotel’ by South Asian Travel Awards in 2024, our hotel Holiday Inn Chennai OMR IT Expressway was awarded
‘Best Five Star Hotel of the year for 2019’ by Tamil Nadu Tourism and Four Points by Sheraton Kochi Infopark was awarded the
‘Vajra Award Of The Year’ in 2023 by the Department of Labour and Skills, Government of Kerala in recognition of the highest
category ranking for overall performance in labour relations and compliance. Further, both Grand Mercure Bangalore and Sheraton
Grand Bangalore at Brigade Gateway received best new hotels in their segments at the Hotel Investment Conference South Asia
awards in 2010 and 2012, respectively. Our hotel Grand Mercure Mysore has received ‘Best Leisure hotel’ award at India’s Best
Awards 2024 by Travel and Leisure India.
Our hotels provide a comprehensive customer experience including fine dining and specialty restaurants, venues for MICE, lounges,
swimming pools, outdoor spaces, spas, and gymnasiums. We boast an aggregate MICE area of approximately 2.15 lakh square feet
at our hotels. In addition, our food and beverage outlets and entertainment offerings within our hotels provide a diversified
experience for our customers. As of March 31, 2025, our hotels featured an aggregate of 30 restaurants and bars, including several
of our own award winning brands such as ‘By the Blue’, a rooftop and poolside restaurant at our hotels Grand Mercure Bangalore
and Grand Mercure Mysore, ‘High Ultra Lounge’, a rooftop lounge and bar, ‘Horizon’, a pan-Asian restaurant operated by Sheraton
Grand Bangalore at Brigade Gateway, ‘Glass – Kitchen & Bar’ restaurant at our hotel Holiday Inn Bengaluru Racecourse, ‘The
Verandah’, a multi-cuisine restaurant, at our hotels Grand Mercure Bangalore and Holiday Inn Express & Suites Bengaluru OMR
and ‘All Spice’, an Indian restaurant at our hotel Four Points by Sheraton Kochi Infopark. Awards that our restaurants have received
include, among others ‘Best Sunday Brunch in a Hotel’ awarded to ‘Feast’, ‘Fine Dine Hotel Restaurant of the Year’ awarded to
‘The Persian Terrace’, ‘Night club of the Year – South’ awarded to ‘High Ultra Lounge’ for our restaurants at the Sheraton Grand
Bangalore at Brigade Gateway. Our Restaurant ‘Glass – Kitchen & Bar’ at Holiday Inn Bengaluru Racecourse was awarded ‘The
Most Celebrated Culinary Restaurant’ by EazyDiner Foodie Awards 2023 and ‘By The Blue’, our restaurant at the Grand Mercure
Bangalore was awarded ‘Best Regional Cuisine – South India – South’ by ET Hospitality World Restaurants and Nightlight Awards
2023. Further, Sheraton Grand Bangalore at Brigade Gateway was also awarded as ‘Leading F&B hotel’ by South Asian Travel
Awards 2024.
In Fiscal 2025, 2024 and 2023, our revenue from food and beverages (“F&B”) services (including revenue from MICE) was , and
₹ 1,553.29 million, ₹ 1,272.68 million and ₹ 1,096.23 million, respectively, representing and 32.75%, 31.68%, and 31.30% of our
revenue from operations during such years. This reflects the strength of our food and beverage offerings. Our revenue from F&B
services not only boosts our overall revenue but also diversifies our revenue sources.
Focus on Asset Management Resulting in Operating Efficiencies
We have a business model where we either own or lease hotel assets and engage global hospitality companies to operate, maintain
and market our hotel assets under management contracts. This approach helps us attract a global clientele, efficiently manage day-
to-day operations, and attract top talent. Our engagement with global hospitality companies also provides us with access to their
management expertise, industry best practices, marketing strategies, operational know-how, and human resources. We closely
monitor and exercise regular oversight to optimize performance of our hotels. We engage with each hotel’s operator management
team to discuss and agree upon budgeting, cost management, and operational and financial targets. We regularly review performance
reports, conduct meetings with the operator’s management teams, and participate in the recruitment of key personnel for our hotels,
including the general manager, executive chef, and director of finance.
192In addition to our asset management practices, we strive to optimize our operating expenses. Certain of our initiatives are listed
below:
• Optimal space utilisation. We believe that space utilization significantly impacts utility expenses, repair and maintenance costs
and manpower-related expenses. Across our hotels, we have an average super built-up area (calculated as built-up area plus
common area) of 85.28 square metres per room. We aim to optimise the use of space to reduce operating costs and enhance
overall efficiency.
• Optimising energy consumption. We have undertaken various initiatives across our hotels to reduce our energy consumption
such as implementing the use of LED lights, installing thermostats to regulate heating, ventilation and air conditioning
(“HVAC”) systems, upgrading to energy-efficient appliances, and deploying energy management systems to monitor and
control various energy-consuming systems. For example, our hotels Sheraton Grand Bangalore at Brigade Gateway and
Holiday Inn Bengaluru Racecourse utilize solar energy while Holiday Inn Chennai OMR IT Expressway utilizes wind energy,
enabling these hotels to benefit from renewable energy sources.
• Shared services. We focus on shared services across our hotels by consolidating certain operations and resources to enhance
cost-effectiveness. Certain functions, such as finance, IT, sales, marketing, procurement and learning and development, are
also shared amongst the aforesaid hotels. Similarly, our three hotels managed by InterContinental Hotels Group collaborate in
sharing human resources in the areas of finance, engineering, and IT.
• Upgradation of facilities. As part of our asset management exercise, we continually review our operational data and assess
areas for improvement at our hotels. In the past, we upgraded facilities across certain of our existing hotels by undertaking
renovation to maximize and diversify revenue sources besides room revenue by increasing our share of revenue from food and
beverage.
For example, Durbar Hall, an Indian restaurant at Sheraton Grand Bangalore at Brigade Gateway was upgraded to Ceres, a
banquet venue, in 2017. Similarly, Alfresco by Bene, an Italian restaurant at Sheraton Grand Bangalore at Brigade Gateway
was operated till February 2020 and was reopened as a banquet venue in September 2020 and subsequently was upgraded to
Hydeout, a rooftop restaurant, offering Italian cuisine and cocktails, in July 2022 and the revenue from such premise was ₹
22.91 million in Fiscal 2023, ₹ 20.11 million in Fiscal 2024 and ₹ 24.68 million in Fiscal 2025. Similarly, the primary restaurant
‘12th Main’ at Grand Mercure Bangalore has upgraded to ‘The Verandah’ in 2023 and the revenue from such restaurant
increased from ₹ 18.04 million in Fiscal 2023 to ₹ 31.64 million in Fiscal 2024 and to ₹ 47.69 million in Fiscal 2025. Further,
‘Horizon’, a pan-Asian restaurant was added to Sheraton Grand Bangalore at Brigade Gateway in 2022 which added to
incremental growth in our F&B revenues.
• Optimise staffing. We focus on improving staff productivity and efficiency through training and learning exercises to optimise
the staff per room ratio. Our staff per room ratio (including our employees and personnel engaged on a contractual basis),
calculated by dividing total staff by the number of available keys, was 0.74, 0.74 and 0.66 as of March 31, 2025, 2024 and
2023, respectively. According to the Horwath HTL Report, with respect to manpower to rooms ratio, current trends among
hotel companies is for luxury business hotels to be at or below 2.0 and for three and four-star hotels to be between 0.8 to 1.2.
• Leveraging technology. We have implemented and continue to leverage technology such as biometric authentication, cloud
property management systems, contactless payments, mobile key entry, digital menus and food ordering, and streaming
services on hotel TVs to optimize operations and enhance our customer’s experiences. For example, our Accor branded hotels
have implemented a cloud backup solution to enhance data backup security and have simplified loyalty membership enrolment,
our InterContinental Hotels Group branded hotels have implemented IHG Connect, enabling loyalty members to connect
directly to the hotel’s WiFi, our hotel Grand Mercure GIFT City has implemented a food ordering kiosk for staff, our
InterContinental Hotels Group branded hotels have implemented a digital solution to unlock opportunities in food and
beverages services, paperless reporting portal and contactless mobile ordering. We have also implemented an invoicing system
to simplify the syncing of customer bills with the GST portal and our hotels are transitioning their property management
systems to the cloud, reducing the reliance on on-site services. At Sheraton Grand Bangalore at Brigade Gateway, we intend
to implement microsense functionality on all television screens to offer seamless streaming for our customers and a platform
that enhances reservation management and provides personalized services. Further, we prioritize the development of our
employees through digital learning opportunities to keep them informed about the latest industry practices.
Focus on Environmental, Social & Governance (“ESG”)
We strive to enhance guest comfort and experience while staying mindful of depleting natural resources and ensuring minimal
environmental impact. Our focus is long-term business sustainability and resilience. We are dedicated to integrating energy-efficient
technologies, renewable energy sources, and sustainable procurement methods. From eco-friendly amenities for enhanced guest
experiences to active community engagement, each initiative reflects our commitment to sustainability. We have a commitment to
create a win-win situation where providing memorable guest experiences do not necessarily have to be at the expense of
193compromising on our efforts to ensure long-term sustainability and preserving the environment for future generations.
Our multi-faceted approach integrates advanced fixtures such as sensor faucets, low-flow toilets, wastewater recycling for activities
like flushing landscaping, and HVAC applications. This approach has allowed us to reduce our overall water usage, demonstrating
our commitment to sustainable operations.
We leverage building management systems to monitor and optimise energy usage in real-time. By identifying areas for improvement
and implementing targeted interventions, such as adjusting temperature settings or lighting schedules, we seek to achieve substantial
energy savings. This approach has yielded reduction in our energy consumption, demonstrating the effectiveness of our data-driven
approach to energy management.
As part of our commitment to excellence in hospitality, we prioritise the safety and well-being of our team through comprehensive
occupational health and safety (“OHS”) practices. Our adherence to the environmental health and safety (“EHS”) policy is non-
negotiable, ensuring that every member of our staff, from engineering to kitchen and housekeeping, is well-versed in safety
protocols. We provide generic OHS training to all workers, grounding them in the fundamental aspects of our EHS policy. Moreover,
we delve into specific areas with targeted training sessions such as our ‘Introduction to Ergonomics’ programme, which is designed
for general industry outreach, equipping our staff with the knowledge to maintain a safe and efficient work environment. We conduct
risk assessments tailored to each department, fostering a culture of awareness and proactive risk management. Further, we achieved
zero injuries in our operations in Fiscal 2025.
Further, in June 2025, our operating hotels have achieved the EDGE certification, demonstrating our commitment to sustainable
and resource-efficient development. EDGE or Excellence in Design for Greater Efficiencies, is a globally recognized green building
standard developed by the International Finance Corporation that quantifies resource efficiency in energy, water and materials. This
certification highlights our achievements in reducing energy and water usage by more than 20%, as well as having less embodied
carbon in our building materials.
Strong Parentage of Brigade Group
We are a subsidiary of BEL which is a real estate developer in India. BEL is a multi-asset class real estate developer with projects
across real estate, leasing and hospitality businesses. In its real estate business, from January 2021 to March 31, 2025, it has
completed 45 projects with an aggregate developable area of 24.57 million square feet and 17.93 million square feet of aggregate
saleable area. Further, in its leasing business, from January 2021 to March 31, 2025, it has completed six projects with a developable
area of 7.42 million square feet and 4.42 million square feet of aggregate leasable area. It also started the Brigade Real Estate
Accelerator programme (“Brigade REAP”) in 2016 which helps companies create sustainable and scalable businesses in the real
estate industry. Brigade REAP was awarded the “Well-Structured Accelerator” in India by the Department for Promotion of Industry
and Internal Trade, Government of India at the National Startup Awards 2020. BEL was incorporated in 1995 and was listed on
NSE and BSE with effect from December 31, 2007. As of March 31, 2025, the market capitalisation of BEL was ₹ 238,753.99
million (as per the closing price on March 31, 2025 i.e., ₹ 977.00). Being a subsidiary of BEL allows us to benefit from its brand
reputation and leverage its network, relationships, businesses and credibility which helps us to be a trusted provider of hospitality
services.
With extensive experience in real estate and commercial projects, BEL has a deep understanding of market trends and location
opportunities which enable us to locate strategic land parcels for our hotels. Further, BEL’s involvement in developing large mixed-
use developmental projects provides us with an opportunity to develop hotels as part of these projects, which allows us to provide
an integrated experience to our customers by combining hospitality with other amenities and services. Further, we leverage BEL’s
expertise and knowledge to develop hotels with cost-efficiency and high quality in shortened timelines. In addition, we benefit from
the strong reputation of BEL, its network and relationships to secure corporate clientele for hospitality tie-ups and share services
such as human resource, accounting and legal to drive operational efficiencies.
We believe that BEL’s expertise in project development serves as a foundation for our hotels, allowing us to deliver quality hotels.
This is evident in several instances where our hotels were upgraded to higher brand levels following construction. For instance, our
hotel, Grand Mercure Bangalore was originally a Mercure brand but was upgraded and opened as Grand Mercure hotel, our hotels
Grand Mercure Mysore and Grand Mercure Ahmedabad GIFT City were initially designed as ibis Styles hotels but owing to the
high quality of their designs and builds, both were opened as Grand Mercure hotels. Further, Holiday Inn Bengaluru Racecourse
commenced operation in 2017 and was upgraded from a Holiday Inn Express & Suites hotel to a Holiday Inn hotel in 2020 and our
hotel Sheraton Grand Bangalore at Brigade Gateway was originally branded as a Sheraton hotel and commenced operation in 2011
and was upgraded to a Sheraton Grand in 2015.
Well Positioned to Leverage Industry Tailwinds
According to the Horwath HTL Report, future demand will be driven by diverse domestic and inbound travel needs - business,
leisure, MICE, weddings, social events, pilgrimages and other personal travels, political and business delegations and airline crew.
As per The World Travel & Tourism Council (“WTTC”), the travel and tourism sector’s contribution to India’s economy was ₹
15.7 trillion in calendar year 2022 and ₹ 19.1 trillion in calendar year 2023. Further, as per the WTCC Economic Impact Factsheet
194released on June 28, 2024, the travel and tourism sector’s contribution to India’s economy was estimated at ₹ 21.2 trillion for
calendar year 2024, and is forecasted at ₹ 43.3 trillion for calendar year 2034, growing at 7.4% CAGR from calendar year 2024 to
calendar year 2034 (Source: Horwath HTL Report). Additionally, the Hotel Association of India (“HAI”) estimates foreign tourist
arrivals (“FTA”) to cross 30 million in India by calendar year 2037 and McKinsey estimates 5 billion domestic visits by calendar
year 2030. Further, HAI forecasts 15 billion domestic visits and 100 million FTAs by calendar year 2047. The growth in FTAs is
expected to strengthen hotel average daily rates, particularly for upper-tier hotels (Source: Horwath HTL Report).
Moreover, the demand for chain-affiliated hotels has increased from 61,000 rooms per day in Fiscal 2015 to 116,000 rooms per day
in Fiscal 2024 and to 127,000 rooms per day at the end of March 2025. FTA was above 10 million annually from calendar year
2017 to calendar year 2019 and recovered, post Covid, to 9.2 million in calendar year 2023. FTA for the calendar year 2024 was
9.7 million, 1.4% higher than calendar year 2023. FTA numbers have been impacted since the second half of calendar year 2024
due to drop in flow of visitors from Bangladesh. (Source: Horwath HTL Report) Substantial FTA growth is forecast by HAI; FTA
would likely gain momentum from increased cross-border business and investment opportunities and trade agreements with major
global economies, and a push to draw more inbound leisure travel. (Source: Horwath HTL Report)
We also benefit from the demand from the services sector. According to the Horwath HTL Report, services sector is among the
fastest growing in the Indian economy. India is a software hub for exports. Karnataka, Tamil Nadu, Kerala and Telangana
contributed about 65% of India’s IT and ITeS exports for Fiscal 2024, with operations mainly driven from Bengaluru, Chennai,
Kochi and Hyderabad, respectively. (Source: Horwath HTL Report)
Further, growth in air travel is a material driver of demand and overall market growth. The select markets (Bengaluru, Chennai,
Kochi, Gandhinagar (Ahmedabad), Mysore and Hyderabad) had 28.7% share of air traffic for Fiscal 2025, while having 23% supply
share of hotel inventory. (Source: Horwath HTL Report)
Passenger (Pax) Movement (Arrivals and Departures) in million for select markets*
40 38
) n 35 31
m 30 28
n 25
i( 25 21 21
t n e 20 15 16 17 19
m 14
15 12
e 10 10 10 10 10
v o 10 7 9 6 8 8
M 5
3
x
5 2
a P 0
Bengaluru Chennai Hyderabad Ahmedabad Kochi
FY08 FY15 FY24 Apr - Dec23 Apr - Dec24
* Excludes Mysore airport due to limited and inconsistent travel from that airport; Source: Airports Authority of India (AAI)
(Source: Horwath HTL Report)
Further, domestic travel visits grew at 13.5% CAGR between calendar year 2001 and calendar year 2019, from 236 million visits
in 2001 to 2.3 billion visits in calendar year 2019. Domestic travel numbers at 2.51 billion visits for calendar year 2023 have
surpassed calendar year 2019 (pre-COVID) by 8%, reflecting strong rebound of travel and an increase of 45% over 1.7 billion visits
for calendar year 2022. (Source: Horwath HTL Report) ‘How India Travels 2023?’ report by Booking.com and McKinsey estimates
5 billion domestic travel visits by calendar year 2030. (Source: Horwath HTL Report) Vision 2047 report by HAI expects 15 billion
domestic visits and FTA of 100 million by calendar year 2047. (Source: Horwath HTL Report) With growing household earnings
and a median age of 28.1 years (about 10 years younger than most countries) the spend on tourism is projected to rise by 170% from
USD 150 billion spent in calendar year 2019 to USD 410 billion in calendar year 2030. (Source: Horwath HTL Report) The domestic
passenger movements increased by 44% in calendar year 2019 compared to calendar year 2016 reflecting CAGR of 13%. (Source:
Horwath HTL Report)
As an owner and developer of branded hotels in key cities primarily in South India, we are well positioned to benefit from our scale,
built-in operating efficiencies and ability to expand our operations in key markets.
Experienced Management Team with Domain Expertise
We benefit from the experience of our management team, which has extensive knowledge in the hospitality and real-estate sector,
including in operations, business development and customer relationships. Our Key Managerial Personnel and Senior Management
Personnel include our Chief Financial Officer, Ananda Natarajan who has several years of experience in finance, our Company
195Secretary and Compliance Officer, Akanksha Bijawat who has several years of experience in secretarial and corporate matters, our
Chief Operating Officer – hospitality, Manoj Agarwal who has several years of experience in hotel asset management and financial
advisory and sales and our president of engineering in hospitality, Arindam Mukherjee, is responsible for overall budgeting, design
management, and construction delivery of hotels, as well as appointment of consultants. Our Key Managerial Personnel and Senior
Management are guided by our Directors, including, Nirupa Shankar and Vineet Verma with several years of experience in the
hospitality and real-estate industry, respectively, who have been instrumental in the growth of our business and revenues.
Our Director, Nirupa Shankar, has been with the Brigade group since 2009 and has won several awards. She has been recognised
by Business today as Most Powerful Women in Business 2024 and has been honoured with the ‘Women Icon of the Year’ award at
the Realty+ Women Icon and Conclave Awards 2024. She has also been recognised as a CNBC Young Turk and Economic Times
(ET) 40 under 40. She is on the advisory board of Hotelier India publication, Hospitality Biz publication and the Indian School of
Hospitality based out of Delhi and has been listed in Hotelier India’s Power List for 2016, 2017, 2018, 2019, 2020, 2023 and 2024.
She has received the Face of the Future – India Travel Award 2018 (South) by DDP Publications (TravTalk), Construction Woman
of the Year 2018 – India by Construction Times, Woman CXO of the Year 2017 (South) by Realty Plus and Entrepreneur of the
Year 2017 by Future Woman Leader Summit, Young Entrepreneur of the Year 2016 by Construction Week, Restaurant Owner of
the Year India 2016 at the Hospitality Leaders’ Industry Choice Award and the Rising Star Award 2015 South Asia by the
International Society of Hospitality Consultants. She is also a two-time TEDx speaker and a fitness enthusiast who completed the
Ironman Copenhagen in August 2023.
Further, our Director, Vineet Verma, has been with the Brigade Group since 2006 and oversees the development and operation of
all hotels in our portfolio. He is also the Managing Director of the World Trade Center in Bengaluru (Karnataka), Kochi (Kerala)
and Chennai (Tamil Nadu) and is on the board of the World Trade Center Association, New York. He has received several awards
including ‘Hotel Owner of the Year’ by Hospitality Leaders Industry Choice Awards 2015. He was featured in the Hotelier India
Power List for 2021 and received the Hall of Fame award from BBC Good food India. He is the longest serving chairman of the
Expert Committee for Hospitality & Tourism, Bengaluru Chamber of Industry & Commerce and has assumed the office of President
of BCIC in August 2024. He is also the vice president of the Karnataka Tourism Society and a member of the National Task Force
for Tourism, CII. He was awarded the Honorary MRICS by the Royal Institute of Chartered Surveyors UK in 2017 and was
recognised by Great Place to Work as one of India’s best leaders in Times of Crisis in 2021. He has also been elected a fellow of
the International Institute of Hotel Management in recognition of his exemplary services and contribution to the hospitality
profession.
We also have oversight from Independent Directors on our Board of Directors which include Bijou Kurien with several years of
experience in business management, Anup Sanmukh Shah several years of experience in law, Jyoti Narang with several years of
experience in hospitality, and Nakul Anand with several years of experience in hospitality and tourism. In addition, our Key
Management Personnel and Senior Management Personnel include qualified professionals with extensive experience across various
industries and functions including finance, legal, projects and design, asset management and hospitality.
For further details on our Board of Directors, Key Managerial Personnel and Senior Management Personnel, see “Our Management”
on page 232. We believe that the strength of our management team and their experience in the hospitality sector enables us to take
advantage of market opportunities.
Track Record of Financial Performance
We have established a track of consistent revenue growth. Our revenue from operations has increased from ₹ 3,502.20 million in
Fiscal 2023 to ₹ 4,017.00 million in Fiscal 2024 and ₹ 4,682.50 million in Fiscal 2025 at a CAGR of 15.63% from Fiscal 2023 to
Fiscal 2025. Our continued focus on cost rationalization have enabled us to improve our financial performance. In addition, in the
past, some of our hotels achieved higher operating performance versus their respective markets and segments. For example, we have
had higher than market occupancy and revenue per available room across our hotels in Bengaluru (Karnataka) and Chennai (Tamil
Nadu) in calendar year 2024 (Source: Horwath HTL Report). For further details, see “Industry Overview - Performance Indices -
Comparison between BHVL Bengaluru portfolio vs Overall Bengaluru Market” and “Industry Overview - Comparison between
BHVL’s hotels outside BLR vs respective segmental market performance” each on page 178.
The following table sets forth certain financial information as at and for the years indicated:
Particulars As at and for the year As at and for the year As at and for the year
ended March 31, 2025 ended March 31, 2024 ended March 31, 2023
Total Income (₹ million) 4,706.80 4,048.50 3,564.10
Revenue from Operations (₹ million) 4,682.50 4,017.00 3,502.20
Total expenses (₹ million) 4,261.70 3,727.70 3,719.50
EBITDA(1) (₹ million) 1,668.70 1,446.10 1,139.80
EBITDA Margin(2) (%) 35.45% 35.72% 31.98%
Restated profit/(loss) for the year (₹ million) 236.60 311.40 (30.90)
Total Assets (₹ million) 9,475.70 8,867.80 8,406.70
Total Equity (₹ million) 1,023.30 790.10 478.00
Non-current liabilities - Financing liabilities – Borrowings 4,933.90 5,491.30 5,010.50
(₹ million)
196Particulars As at and for the year As at and for the year As at and for the year
ended March 31, 2025 ended March 31, 2024 ended March 31, 2023
Current liabilities - Financing liabilities – Borrowings (₹ 1,239.30 520.60 1,314.50
million)
Total Borrowings (₹ million) 6,173.20 6,011.90 6,325.00
Net Borrowings (₹ million) (3) 5,949.60 5,809.30 6,014.90
Return on Capital Employed(4) (%) 13.62% 12.64% 8.64%
Return on Adjusted Capital Employed(5) (%) 16.27% 14.84% 9.50%
1. EBITDA is calculated as Restated profit/(loss) for the year plus total tax expense plus finance costs plus depreciation and amortisation expenses
2. EBITDA Margin is calculated as EBITDA divided by total income.
3. Net Borrowings is calculated as total borrowings less cash and cash equivalents less bank balances other than cash and cash equivalents.
4. Return on Capital Employed is calculated as earnings before interest and taxes (“EBIT”) divided by capital employed. Capital employed is the aggregate value
of total equity plus total borrowings plus total lease liabilities while EBIT is calculated as restated profit/(loss) for the year plus total tax expense plus finance
costs.
5. Return on Adjusted Capital Employed is calculated as EBIT divided by adjusted capital employed. Adjusted capital employed is calculated as capital employed
less total lease liabilities while EBIT is calculated as restated profit/(loss) for the year plus total tax expense and finance costs.
For reconciliation in relation to EBITDA, EBITDA Margin, Net Borrowings, Return on Capital Employed and Return on Adjusted
Capital Employed, see “Other Financial Information – Non - GAAP Measures” on page 319.
Our Strategies
The strategies described below have been approved by way of a board resolution passed by our Board of Directors at their meeting
held on October 28, 2024.
Expand Operations by Developing New Hotels at Select Locations
We intend to expand our operations and market presence by developing new hotels at select locations in India and are focussed on
selecting regions with high growth potential and demand. We have recently opened another hotel located in Mysuru, Karnataka
under the brand ‘ibis Styles Mysuru’ with 130 keys. With this new hotel, our total number of keys has increased from 1,474 keys as
of March 31, 2023 to 1,604 keys as on the date of this Red Herring Prospectus.
Our expansion plans include development of five additional hotels. In particular, we plan to develop a luxury beach resort in Chennai
(Tamil Nadu) and two upper midscale hotels in Bengaluru (Karnataka). With respect to the luxury beach resort, we have entered
into a management agreement with Hyatt to develop the resort under the ‘Grand Hyatt’ brand. Similarly, with respect to the two
upper midscale hotels in Bengaluru (Karnataka), we have entered into definitive agreements with Marriott to develop these hotels
under the ‘Fairfield by Marriott’ brand. We also intend to develop a luxury hotel under the ‘InterContinental’ brand in Hyderabad
(Telangana), for which our Promoter, BEL, has entered into a definitive agreement with InterContinental Hotels Group. Further, as
part of one of the Objects, our Company entered into a memorandum of agreement dated October 24, 2024, read with letter of
extension dated June 16, 2025, with our Promoter pursuant to which our Company propose to buy undivided share of 1.35
acres (5,498 square metres) from our Promoter which is approximately 23.76% out of the land measuring 5.68 acres situated in
Neopolis Layout II, Survey Numbers 239 and 240 (Plot No. 8) of Kokapet Village, Gandipet Mandal, Rangareddy District,
Telangana, India which is part of the larger land measuring to 39,295.08 sq. metres, which is equivalent to 9.71 acres owned by our
Promoter. For further details, see “Objects of the Issue – Payment of consideration for buying of undivided share of land from our
Promoter, BEL” on page 116. In addition, we plan to develop a wellness resort on 14.70 acres in Vaikom, Kerala of which we own
7.08 acres and has signed an memorandum of agreement dated October 21, 2024 with Brigade Hospitality Services Limited to
purchase the balance 7.62 acres. We have also entered into a definitive agreement with Marriott to develop this resort under ‘The
Ritz-Carlton’ brand. We intend to complete the construction of a luxury beach resort in Chennai (Tamil Nadu) and two upper
midscale hotels in Bengaluru (Karnataka) by Fiscal 2028 and the remaining two hotels by Fiscal 2029. With these five additional
hotels, we estimate to have an inventory of about 2,560 keys by Fiscal 2029.
From time to time, we may enter into definitive or non-binding memoranda of understanding (“MoUs”) for development of hotels
in future. For example, we have entered into (i) a definitive agreement with Marriott for a hotel to be situated at OMR in Chennai
(Tamil Nadu) under the “JW Marriott” brand; (ii) a non-binding MoU with Marriott for a hotel to be situated at World Trade Center
in Chennai (Tamil Nadu) under the “Courtyard by Marriott” brand; and (iii) a non-binding MoU with Marriott for a hotel to be
situated in World Trade Center in Thiruvananthapuram (Kerala) under the “Marriott” brand. As of the date of this Red Herring
Prospectus, we do not have any land or building arrangements where the aforementioned hotels may be situated.
According to the Horwath HTL Report, the demand is projected to grow at a CAGR of 10.1% in Bengaluru, 4.9% in Chennai, and
8.3% in Hyderabad from Fiscal 2025 to Fiscal 2030, while the supply is projected to grow at a CAGR of 7.3% in Bengaluru, 3.8%
in Chennai and 4.8% in Hyderabad (Source: Horwath HTL Report), indicating a demand-supply mismatch. The charts below present
the estimated future supply, demand, and occupancy for Bengaluru, Chennai, and Hyderabad:
197Bengaluru (Fiscal 2025 to Fiscal 2030)
(Source: Horwath HTL Report)
Chennai (Fiscal 2025 to Fiscal 2030)
(Source: Horwath HTL Report)
Hyderabad (Fiscal 2025 to Fiscal 2030)
(Source: Horwath HTL Report)
We may consider acquiring new land parcels to expand our portfolio to newer geographies across India such as Goa and South India
for developing new hotels. In addition, we intend to explore opportunities for development of resorts and hotels at pilgrimage
locations that we believe, offer growth potential. By expanding our operations through these new developments, we aim to capitalize
on market demand and strengthen our position in the hospitality sector in India.
Focus on Improving Operating Efficiencies and Increase Revenues
Over the years, we have taken various initiatives to reduce our operating expenses to improve our profitability. In Fiscal 2025, 2024
and 2023, our operating expenses were ₹ 3,038.10 million, ₹ 2,602.40 million and ₹ 2,534.30 million, respectively, representing
64.88%, 64.78% and 72.36% of our revenue from operations during such years. We intend to reduce our operating expenses through
198the following measures:
• introducing electric vehicles to our fleet to reduce costs;
• implementing dynamic manning strategies based on occupancy levels to reduce payroll expenses;
• optimizing staff to room ratios;
• monitoring and controlling high load power units and installing sub meters at high electricity consumption areas to reduce
electricity costs;
• enhancing the efficiency of plate heat exchanger to reduce chill water cost;
• improving negotiations with suppliers to achieve favourable terms on raw materials;
• implementing energy-saving practices, such as utilizing wind energy through a captive scheme;
• digitizing documents and adopting greener, paperless, and remote collaboration methods to reduce printing costs;
• applying displacement analysis for group business during demand periods; and
• implementing floor-wise room allocation to enable the shutdown of air conditioning for unused floors on lower occupancy
days.
In addition, we intend to focus on increasing our revenues. To achieve this, we have implemented various initiatives in the past,
including annual rate increase for corporate accounts, introducing weekend package from March to September to increase weekend
occupancy and increase footfalls at our hotels’ restaurants, long weekend gateway packages or room upgrades for extended stays to
attract customers to prolong their stays, offering weekend discounts for advance purchases with non-refundable condition to drive
weekend occupancy, conducting food festivals, implementing a F&B upsell program to increase beverage sales, establishing tie-ups
with wedding venues; and participating in sponsored advertisements and listings on online booking platforms to increase visibility
and improve our booking conversion rates.
We intend to implement additional initiatives such as optimizing direct bookings through operator managed loyalty programs,
expanding our presence in emerging digital channels and mobile-first platforms, launching targeted marketing campaigns for niche
segments including eco-tourism and wellness, collaborating with local artists and cultural events to drive unique experiences, and
offering curated VIP experiences for high-value customers to strengthen brand loyalty and repeat business to continue driving
revenue growth and enhancing our financial performance.
Expand Portfolio by Way of Opportunistic and Accretive Acquisitions
As part of our inorganic expansion strategy, we may explore opportunities for acquisition of companies and assets which can help
us expand our presence. In particular, we may consider opportunities for inorganic growth, such as acquisitions of operating hotels.
We intend to leverage the expertise of our Promoter and management to assess growth opportunities. We believe that our experience
in owning and managing hotels will enable us to operate these properties in a cost efficient manner. By pursuing such acquisition
opportunities, we intend to consolidate our market position cities where we currently operate and also enter new geographies across
India that attract a substantial inflow of business and leisure travellers to further strengthen and expand our presence. We intend to
maintain a disciplined approach to acquisitions and consider various selection criteria such as market potential, asset quality, and
potential synergies with our existing operations. As of the date of this Red Herring Prospectus, we have not identified any specific
hotel asset or entered into any binding agreements in relation to any potential acquisition of any hotel asset. For further details, see
“Objects of the Issue - 3.Pursuing inorganic growth through unidentified acquisitions and other strategic initiatives and general
corporate purposes” on page 118.
DESCRIPTION OF OUR BUSINESS
As on the date of this Red Herring Prospectus, we have a portfolio of nine operating hotels which are in the upper upscale, upscale,
upper-midscale and midscale segments, according to the Horwath HTL Report. Our hotels cater to both corporate and individual
customers and are located across Bengaluru (Karnataka), Chennai (Tamil Nadu), Kochi (Kerala), Mysuru (Karnataka) and the GIFT
City (Gujarat). Our hotels are operated by global marquee hospitality companies such as Marriott, Accor and InterContinental Hotels
Group. The table below provides certain details of our hotels:
Hotel Name Hotel Segment(1) Hotel Operator Tenure of our hotel Number of Keys Month of
operations agreement (As of this Red Opening
Herring
Prospectus)
Grand Mercure Upscale Accor Dated May 14, 2008 valid 126 January 2009
Bangalore until May 31, 2029
Sheraton Grand Upper upscale Marriott Dated October 4, 2006 230 April 2011
Bangalore at Brigade valid until December 31,
Gateway 2026
Grand Mercure Upscale Accor Dated December 11, 2013 146 April 2016
Mysore valid until April 28, 2031
Holiday Inn Chennai Upper midscale InterContinental Dated May 4, 2012 valid 202 April 2017
OMR IT Expressway Hotels Group until April 21, 2032
199Hotel Name Hotel Segment(1) Hotel Operator Tenure of our hotel Number of Keys Month of
operations agreement (As of this Red Opening
Herring
Prospectus)
Holiday Inn Upper midscale InterContinental Dated October 31, 2018 272 October 2017
Bengaluru Hotels Group valid until October 31,
Racecourse 2033(2)
Four Points by Upscale Marriott Dated July 1, 2016 valid 218 December 2018
Sheraton Kochi until December 31, 2034
Infopark
Grand Mercure Upscale Accor Dated January 28, 2019 151 December 2019
Ahmedabad GIFT valid until December 18,
City 2034
Holiday Inn Express Upper midscale InterContinental Dated November 17, 2014 129 August 2020
& Suites Bengaluru Hotels Group valid until August 21, 2035
OMR
ibis Styles Mysuru Midscale Accor Dated December 6, 2023 130 October 2024
valid until August 17, 2039
(1)According to the Horwath HTL Report.
(2) Holiday Inn Bengaluru Racecourse commenced operation in 2017. It was subsequently upgraded from a Holiday Inn Express & Suites hotel to a Holiday Inn
hotel in 2020, following the execution of an agreement with InterContinental Hotels Group on October 31, 2018.
The table below sets forth details of number of Keys in each of the below mentioned cities as of the date of this Red Herring
Prospectus:
Name of the City Number of Keys (As of the date of this Red Herring Prospectus)
Bengaluru (Karnataka) 757
Mysuru (Karnataka) 276
Chennai (Tamil Nadu) 202
Kochi (Kerala) 218
Ahmedabad (Gujarat) 151
Total 1,604
The table below sets forth our revenue from each of the cities where our hotels are located and its percentage to total revenue from
operations, along with the number of our hotels located in each of the below-mentioned cities, for the years indicated:
Cities Number of Fiscal 2025 Fiscal 2024 Fiscal 2023
Hotels
Amount (₹ Percentage of Amount (₹ Percentage of Amount (₹ Percentage of
million) revenue from million) revenue from million) revenue from
operations operations operations
Bengaluru (Karnataka) 4 2,960.00 63.21% 2,527.05 62.91% 2,268.35 64.77%
Mysuru (Karnataka) 2* 399.99 8.54% 332.90 8.29% 325.62 9.30%
Chennai (Tamil Nadu) 1 647.19 13.82% 586.95 14.61% 478.62 13.66%
Kochi (Kerala) 1 430.04 9.18% 362.02 9.01% 260.77 7.45%
Ahmedabad (Gujarat) 1 245.28 5.24% 208.08 5.18% 168.84 4.82%
Total 9 4,682.50 100.00% 4,017.00 100.00% 3,502.20 100.00%
*Ibis Styles Mysuru became operational since October 4, 2024. . We had only one hotel in Mysuru (Karnataka) in Fiscals 2024 and
2023.
The table below sets forth details of the revenues from our hotels in the years indicated:
Hotel Name Hotel Fiscal 2025 Fiscal 2024 Fiscal 2023
Segment*
Amount (₹ Percentage of Amount (₹ Percentage of Amount (₹ Percentage of
million revenue from million revenue from million revenue from
operations operations operations
Grand Mercure Upscale 469.77 10.03% 415.61 10.35% 399.53 11.41%
Bangalore
Sheraton Grand Upper 1,621.57 34.63% 1,346.13 33.51% 1,177.75 33.63%
Bangalore at Brigade upscale
Gateway
Grand Mercure Mysore Upscale 320.72 6.85% 332.90 8.29% 325.62 9.30%
200Hotel Name Hotel Fiscal 2025 Fiscal 2024 Fiscal 2023
Segment*
Amount (₹ Percentage of Amount (₹ Percentage of Amount (₹ Percentage of
million revenue from million revenue from million revenue from
operations operations operations
Holiday Inn Chennai Upper 647.19 13.82% 586.95 14.61% 478.62 13.67%
OMR IT Expressway midscale
Holiday Inn Bengaluru Upper 635.24 13.57% 545.82 13.59% 500.89 14.30%
Racecourse midscale
Four Points by Sheraton Upscale 430.04 9.18% 362.02 9.01% 260.78 7.45%
Grand Mercure Upscale 245.28 5.24% 208.08 5.18% 168.84 4.82%
Ahmedabad Gift City
Holiday Inn Express & Upper 203.10 4.34% 192.75 4.80% 163.71 4.67%
Suites Bengaluru OMR midscale
Ibis Styles Mysuru** Midscale 79.27 1.69% Nil NA Nil NA
Others*** 30.32 0.65% 26.74 0.66% 26.46 0.75%
Total 4,682.50 100.00% 4,017.00 100.00% 3,502.20 100.00%
* According to the Horwath HTL Report.
**Ibis Styles Mysuru became operational since October 4, 2024.
***Includes income from leasing at the Corporate Office.
The table below sets forth the average room rate, average occupancy and staff to room ratio for each of our hotels:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Grand Mercure Bangalore
Average room rate(1) (in ₹) 10,318.37 9,553.66 8,203.80
Average occupancy(2) 77.01% 72.38% 81.44%
Staff to room ratio(3) 0.75 0.69 0.64
Sheraton Grand Bangalore at Brigade Gateway
Average room rate(1) (in ₹) 11,220.28 10,129.14 9,767.17
Average occupancy(2) 78.86% 73.48% 71.16%
Staff to room ratio(3) 1.25 1.17 1.07
Grand Mercure Mysore
Average room rate(1) (in ₹) 5,475.72 5,601.36 5,199.73
Average occupancy(2) 77.30% 78.65% 84.25%
Staff to room ratio(3) 0.70 0.61 0.50
Holiday Inn Chennai OMR IT Expressway
Average room rate(1) (in ₹) 5,147.59 6,371.02 5,167.73
Average occupancy(2) 83.88% 85.12% 84.14%
Staff to room ratio(3) 0.81 0.79 0.66
Holiday Inn Bengaluru Racecourse
Average room rate(1) (in ₹) 5,830.81 5,294.06 5,065.20
201Average occupancy(2) 83.10% 77.39% 76.50%
Staff to room ratio(3) 0.62 0.66 0.65
Four Points by Sheraton Kochi Infopark
Average room rate(1) (in ₹) 4,266.41 4,381.81 3,956.77
Average occupancy(2) 83.24% 69.65% 48.57%
Staff to room ratio(3) 0.73 0.70 0.50
Grand Mercure Ahmedabad GIFT City
Average room rate(1) (in ₹) 4,550.63 5,207.70 4,903.78
Average occupancy(2) 60.09% 46.34% 39.26%
Staff to room ratio(3) 0.61 0.60 0.60
Holiday Inn Express & Suites Bengaluru OMR
Average room rate(1) (in ₹) 5,674.90 4,300.83 4,018.05
Average occupancy(2) 77.23% 78.26% 72.32%
Staff to room ratio(3) 0.43 0.47 0.45
ibis Styles Mysuru(4)
Average room rate(1) (in ₹) 4,373.14 - -
Average occupancy(2) 43.31% - -
Staff to room ratio(3) 0.52 - -
(1)Average Room Rate is calculated as room revenues during a given year divided by total number of room nights sold in that year.
(2)Average occupancy is calculated as total room nights sold during a relevant year divided by the total available room nights during the same year.
(3)Staff per room is calculated by employees/staffs (excluding contractual employees) engaged during the year divided by number of hotel rooms for the same year.
(4) ibis Styles Mysuru became operational since October 4, 2024.
The table below sets forth details of our revenues from the room nights sold through various booking channels, expressed as a
percentage of revenue from operations for the years indicated:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Amount Percentage Amount Percentage Amount Percentage
(₹ of revenue (₹ of revenue (₹ of revenue
million) from million) from million) from
operations operations operations
Revenue from the room nights sold by travel 929.41 19.85% 752.11 18.72% 669.23 19.11%
agents and intermediaries
Revenue from the room nights sold through hotel 413.09 8.82% 380.38 9.47% 326.87 9.33%
operators website and apps
Revenue from the room nights sold through in- 996.08 21.27% 373.68 9.30% 345.38 9.86%
person booking
Revenue from the room nights sold to groups and 570.32 12.18% 1,019.25 25.37% 883.90 25.24%
crews(1) and others(2)
Total Revenue from the room sold(3) 2,908.90 62.12% 2,525.42 62.87% 2,225.39 63.54%
(1)Refers to rooms sold to groups, such as leisure groups and those attending corporate events as well as rooms sold to airline crews.
(2)Others’ refers to rooms sold at preferred rates to the personnel of the Company and hotel operators. This category also includes rooms offered on a complimentary
basis as part of promotional activities to attract guests, as well as rooms used for in-house purposes, such as temporary staff accommodation or other operational
needs.
(3)The remaining revenues are generated from (i) F&B; (i) other hospitality and ancillary services (which primarily includes income from guest laundry services,
transportation charges, and telephone charges; and (iii) income from leasing.
The table below sets forth details of revenues from room rentals from corporate customers and individual customers in the years
indicated:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Amount Percentage of Amount Percentage of Amount Percentage of
(₹ million revenue from (₹ million revenue from (₹ million revenue from
operations** operations** operations**
Revenues from room rentals from corporate 830.40 17.73% 745.53 18.56% 728.68 20.81%
customers
Revenue from room rentals from individual 1,448.10 30.93% 988.80 24.62% 905.75 25.86%
customers
Revenue from room rentals from other 630.40 13.46% 791.09 19.69% 590.96 16.87%
customers*
Total revenue from the room sold*** 2,908.90 62.12% 2,525.42 62.87% 2,225.39 63.54%
*Other customers include groups (including revenues from MICE) and crews.
202**Revenue from operations include revenue from hospitality services, income from leasing and other ancillary services. Our revenue from hospitality services
primarily include revenue from room rentals and food and beverages.
***The remaining revenues are generated from (i) F&B; (i) other hospitality and ancillary services (which primarily includes income from guest laundry services,
transportation charges, and telephone charges; and (iii) income from leasing.
Grand Mercure Bangalore
It commenced operations in January 2009 and operates 126 keys. It is located in the centre of Bengaluru’s Koramangala region. The
hotel is designed in an apartment-style, offering all-suite accommodations with modular kitchenettes and private balconies in every
room. It has four meeting and banqueting spaces, a pool, a fitness center and a spa. The hotel operates two restaurants - By The Blue
and The Verandah. Set out below is a map which highlights the proximities of Grand Mercure Bangalore:
203Sheraton Grand Bangalore at Brigade Gateway
It commenced operations in April 2011 and operates 230 keys. It is situated within the integrated lifestyle precinct of Brigade
Gateway in Rajajinagar, Bengaluru (Karnataka), adjacent to the World Trade Center and the Orion Mall. It has eight meeting and
banqueting spaces with an aggregate event space of approximately 24,500 square feet for a MICE capacity, an infinity pool, a health
club and a spa. It also houses seven restaurants including Feast, The Lounge, The Persian Terrace, Hydeout Bar and Lounge, High
Ultra Lounge, the World Cafe, and Horizon. Set out below is a map which highlights the proximities of Sheraton Grand Bangalore
at Brigade Gateway:
Grand Mercure Mysore
It commenced operations in April 2016 and operates 146 keys. It serves luxury tourists and MICE from major cities such as
Bengaluru, Chennai, Mumbai, and Hyderabad. It is located on Sayyajji Rao road, the main commercial road of Mysuru, offering
modern services, room quality and dining options. It is in proximity to multiple industrial hubs such as Metagalli, Hebbal, Hootagalli,
Koorgalli, Kadakola and Nanjangud. It has five meeting and banqueting spaces. In addition, it has a rooftop swimming pool, a
fitness center that is equipped with cardio and strength-training machines and a spa. It operates four restaurants including By The
Blue and La Uppu. Other dining option include the Silk Bar, located at the hotel lobby. Set out below is a map which highlights the
proximities of Grand Mercure Mysore:
204Holiday Inn Chennai OMR IT Expressway
It commenced operations in April 2017 and operates 202 keys. It is located at the beginning of the Old Mahabalipuram Road,
Chennai. It caters to the demand from the IT/ITes sector and the local market. It also has a 220 feet frontage and has five meeting
and banqueting spaces, a fully equipped business center, a pool and a gym. It operates three restaurants including Cafe G, The
Lounge and Score – The Sports Bar & Grill. Set out below is a map which highlights the proximities of Holiday Inn Chennai OMR
IT Expressway:
205Holiday Inn Bengaluru Racecourse
It commenced operations in October 2017 and operates 272 keys. It is located in the central business district area of Bengaluru
(Karnataka). It has three meeting and banqueting spaces. It has a variety of amenities that include a fitness center, a spa and a rooftop
swimming pool. It operates four F&B outlets (restaurants, coffee shops and bars) including Cafe G, Glass Kitchen & Bar, The
Lounge Café and Turf View. Set out below is a map which highlights the proximities of Holiday Inn Bengaluru Racecourse:
206Four Points by Sheraton Kochi Infopark
It commenced operations in December 2018 and operates 218 keys. It has three meeting and banqueting spaces. Furthermore, it has
a rooftop infinity swimming pool, a fully equipped fitness center and a spa. It operates four restaurants including The Eatery, Deli,
Caper – High Energy Lounge Bar, Infinity - Poolside bar and All Spice. Set out below is a map which highlights the proximities of
Four Points by Sheraton Kochi Infopark.
207Grand Mercure Ahmedabad GIFT City
It commenced operations in December 2019 and operates 151 keys. It is located within GIFT City (Gujarat) which is one of India’s
pioneering global financial hub (Source: Horwath HTL Report). It has three banquet spaces, a swimming pool and a fitness center.
It has two F&B outlets which includes a ‘Wine & Dine’ facility and a multi-cuisine restaurant, ‘Sangam’. Set out below is a map
which highlights the proximities of Grand Mercure Ahmedabad GIFT City:
208Holiday Inn Express & Suites Bengaluru OMR
It was launched in August 2020 and operates 129 keys. It is located along the Old Madras Road in Bengaluru, Karnataka, in
proximity to the industrial hub of Hoskote, Narsapura and Whitefield. It has two meeting and banqueting spaces. It operates two
restaurants including The Great Room and The Verandah. Set out below is a map which highlights the close proximities of Holiday
Inn Express & Suites Bengaluru OMR:
209ibis Styles Mysuru
It is operational as on the date of this Red Herring Prospectus and operates 130 keys. It is located in proximity to multiple industrial
hubs such as Metagalli, Hebbal, Hootagalli, Koorgalli, Kadakola and Nanjangud. It aims to offer simple, trendy hospitality with a
wide array of choices, with three F&B outlets including ‘The Verandah’, ‘Flamingo’, a rooftop bar and ‘KA 16’, a swimming pool,
a large banquet space, and seven meeting rooms. Set out below is a map which highlights the proximities of ibis Styles Mysuru:
210Hotel Operator and Related Agreements
We benefit from operating agreements and related agreements with our hotel operators with terms generally ranging from 15 to 20
years. Pursuant to the terms of the operating agreements, the hotel operators are required to render technical and professional services
and supervise and direct the operation of our hotels. The hotel operators have discretion in matters relating to operation of our hotel,
including, establishing charges for rooms, supervise, direct and control the collection of incomes and accounts, negotiation of supply
contracts, negotiation and administration of lease and license agreements, maintenance of bank accounts, coordinating the
construction and installation of renovations and repairs, establishing hotel credit card system policies and public relations policies,
disbursement of funds, legal proceedings, and such other activities as are specifically provided for or otherwise reasonably necessary
for the proper and efficient operation of the hotel.
Hotel operators are required to prepare and submit an operating plan for the forthcoming year, demonstrating an estimated amount
of, among others, gross operating revenue, operating expenses, gross operating profit, statement of cash flow, marketing plan and
description of capital improvements for the hotel. These plans are thereafter shared with us for our review and approval, and the
hotel operators are required to discuss and seek our inputs/approvals for these operating plans.
211The hotel operators also assist in establishing overall human resource policies consistent with its standards, including formulation
and establishment of training and motivational programs for employees at the hotels. The payroll and related costs for all hotel
employees such as, salaries, wages and retirement payments among others are paid by us.
Pursuant to the operating agreements entered into with the hotel operators, we are typically obliged to pay to the hotel operators (or
their relevant affiliates) fee for technical design services, periodic operating fees including, management fees and license fees and
related expenses incurred by the hotel operators or their affiliates.
Further, we are generally responsible for the working capital and inventories in amounts determined by the hotel operators. Further,
we provide funds as required from time to time to cover the cost of, renewals, replacements, and additions to the furniture, fixtures,
or other equipment of the hotel; and routine repairs, maintenance and additions to the hotel building, including, interior repairs,
resurfacing walls, floors, ceilings and parking areas. In addition, the hotel operators are responsible for all ordinary maintenance,
repair and improvements as deemed necessary to keep the hotels in good working order and condition.
Marketing
Our marketing strategy focuses on enhancing brand visibility, driving direct bookings, increasing website traffic and encouraging
repeat visits across our properties, in collaboration with our hotel operators. We employ a blend of traditional, digital, and
experiential marketing to boost customer engagement. In digital marketing, we focus on optimizing our websites for search engine
rankings and creating engaging, localized content for social media platforms. We also prioritize advertising and listing on third party
ticketing and food platforms to attract customers, including for specific events organised at our hotel properties. For traditional
marketing, we focus on placing advertisements in travel magazines, local newspapers, and lifestyle publications. Additionally, we
sponsor cultural events, corporate events, and food experiences to connect with diverse audiences.
We focus on offering tailored promotions and packages, including seasonal deals for festive occasions, weddings, and corporate
events. We also provide exclusive benefits for members of our loyalty programs. Our F&B and event marketing efforts focus on
creating unique dining experiences through special menus, themed nights, and live events, as well as partnering with local artists
and chefs. We also run targeted campaigns for MICE and social events, offering flexible venues and customized solutions. We also
organize events that feature local artisans, musicians, and chefs, and emphasize eco-friendly practices such as electric vehicle rentals,
energy-efficient operations, and waste reduction. Our advertising efforts also include geo-targeted and retargeting advertisements
aimed at high-potential markets, visibility on online travel agencies (“OTAs”) and food aggregator platforms, and the use of
innovative mediums such as marketing spaces at malls and digital displays to reach a wide audience. We also work with our hotel
operators to ensure effective marketing.
Competition
The hotel industry in India is intensely competitive. As a result, we compete with large multinational and Indian companies in each
of the geographies in which we operate. We experience competition from other chain-affiliated and independent hotels in the
segments in which we operate. Our success is largely dependent upon our ability to compete in areas such as location of the property,
room rates, quality of accommodation, service level, and the quality and scope of other amenities, including food and beverage
facilities.
Employees
As of March 31, 2025, we had 1,191 permanent employees at our hotels. The table below sets forth the hotel wise spilt of our
employees as of March 31, 2025:
Hotel Name Number of Employees
Grand Mercure Bangalore 95
Sheraton Grand Bangalore at Brigade Gateway 288
Grand Mercure Mysore 102
Holiday Inn Chennai OMR IT Expressway 163
Holiday Inn Bengaluru Racecourse 169
Four Points by Sheraton Kochi Infopark 159
Grand Mercure Ahmedabad GIFT City 92
Holiday Inn Express & Suites Bengaluru OMR 55
ibis Styles Mysuru 68
Total 1,191
The table below sets forth details of our employees by departments as of March 31, 2025:
Department As of March 31, 2025
Accounts & Finance 69
212Department As of March 31, 2025
Engineering 94
Executive Office 7
F&B Production 266
F&B Service 265
Front Office 122
Housekeeping 169
HR 25
IT 13
Kitchen 15
Laundry 17
Leisure 14
Sales & Marketing 62
Security 44
Stores & Purchase 9
Grand Total 1,191
In addition to our permanent employees, as at March 31, 2025, we had 251 contractual employees at our hotels primarily for rooms,
food and beverage and hotel administration functions. In addition to compensation that includes both salary and allowances
(including performance-linked bonuses), we provide our employees other benefits which include insurance coverage, medical
reimbursements and annual leave.
The table below sets forth details on the attrition for our permanent employees for the years indicated:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
Number of Employees Resigned 693 523 609
Attrition Rate* 58.19% 48.16% 62.72%
*Attrition rate is calculated excluding retirement, internal transfers, forceful exits employees divided by average number of employees in the
relevant Fiscal.
We experienced high attrition rates in Fiscal 2023 and 2024 due to the initial impact of the COVID-19 pandemic, while in Fiscal
2025, the increase in job openings during the post-COVID recovery period was the primary cause.
See, “Risk Factors – 7. We have a large number of personnel deployed across our hotels, consequently we may be exposed to service
related claims and losses or employee disruptions that could have an adverse effect on our reputation, business, results of operations,
financial condition and cash flows. The attrition rate of our employees in Fiscal 2025 was 58.19%.” on page 36.
Insurance
We are subject to various risks characterized and inherent in the hospitality and real estate industry. Therefore, we maintain insurance
policies in respect of buildings and equipment (including plate glass insurance) covering losses due to fire and special perils (and
incidental losses), burglary, electrical or mechanical breakdown, fidelity guarantee and money insurance. We also maintain directors’
and officers’ liability insurance, workmen compensation policies and health insurance for our employees.
See, “Risk Factors – 51. While we currently have adequate insurance coverage, our insurance coverage in the future may not be
sufficient or may not adequately protect us against all material hazards, which may adversely affect our business, results of
operations, cash flows and financial condition.” on page 67.
Awards and Accreditations
Over the years our hotels have received several awards and accreditations. See, “History and Certain Corporate Matters - Awards
and accreditations and recognitions received by our Company” on page 223.
Information Technology
We use software and technology infrastructure to support our business. We use an enterprise resource planning (“ERP”) software
for our business transactions along with an enterprise document management system. Each of our hotels have implemented strict
security measures and are continuously monitored with CCTV cameras. All the data on our servers are periodically backed up to
prevent loss of data, and we ensure that backup data is maintained at an offsite location in case of any disruptions.
Intellectual Property
213As on the date of this Red Herring Prospectus, our Company does not have any registered or pending trademarks. Pursuant to a
licensing agreement dated September 26, 2024 entered into between Brigade Enterprises Limited, our Promoter and our Company,
consent has been granted to our Company to use the “Brigade” logo to conduct its business. Our Company has not made any payment
to Brigade Enterprises Limited with respect to the use of “Brigade” trademark in the last three Fiscals.
See, “Risk Factors – 20. We do not own the “Brigade” trademark or the trademark to our logo. We have entered into a license
agreement with our Promoter for the usage of the “Brigade” trademark, and the trademark license agreement may be terminated
under certain circumstances and we may have to discontinue the use of our logo.” on page 45.
Immovable Properties
Our Registered and Corporate Office is located at 29th & 30th Floor, World Trade Center, Brigade Gateway Campus, 26/1, Dr.
Rajkumar Road, Malleswaram-Rajajinagar, Bengaluru 560 055, Karnataka, India, which is owned by our Promoter, BEL, who has
provided us a no-objection certificate for using the said premises.
Further, as of the date of this Red Herring Prospectus, we operate nine hotels. Four of these hotels are situated on land parcels owned
by us or our subsidiary. The remaining five hotels are on leased premises, of which four hotels are located on land parcels leased
from third parties, and one hotel property “Holiday Inn Express & Suites Bengaluru OMR” is leased from BEL on an arm's length
basis. Set forth below are the details with respect to the land parcels on which our hotels are located:
S Hotel Location Leased/ Owned
No.
1. Grand Mercure Bangalore Koramangala, Bengaluru Land leased from a third party and the lease deed is valid for
(Karnataka) 35 years from 2004 to 2039.
2. Sheraton Grand Bangalore at Rajajinagar, Bengaluru Owned by our Company since October 1, 2016
Brigade Gateway (Karnataka)
3. Grand Mercure Mysore Nelson Mandela Road, Mysuru Owned by our Company since October 1, 2016
(Karnataka)
4. Holiday Inn Chennai OMR IT OMR, Chennai (Tamil Nadu) Owned by our Subsidiary, SRP Prosperita Hotel Ventures
Expressway Limited since October 1, 2013
5. Holiday Inn Bengaluru Racecourse road, Bengaluru Land leased from a third party and the lease deed is valid for
Racecourse (Karnataka) 33 years from 2013 to 2046
6. Four Points by Sheraton Kochi Infopark Phase 1, Kochi (Kerala) Land leased from third party and the lease deed is valid for 90
Infopark years from 2014 to 2104
7. Grand Mercure Ahmedabad GIFT GIFT City, Ahmedabad (Gujarat) Land leased from third party and the lease deed is valid for 99
City years from 2017 to 2116
8. Holiday Inn Express & Suites OMR, Bengaluru (Karnataka) Property has been leased from BEL and the lease deed has
Bengaluru OMR started from 2021 and valid till 31st August 2025. The lease
was renewed every 11 months.
9. ibis Styles Mysuru KRS Road, Mysuru (Karnataka) Owned by our Company since October 1, 2016
Further, the sale and lease deeds for the aforementioned properties are registered, whenever required and adequately stamped.
Further, we intend to develop five additional hotels. Set forth below are the details with respect to the land parcels on which these
hotels will be located:
S No. Hotel Location Leased/ Owned
1. Luxury beach resort ECR, Chennai (Tamil Land admeasuring 15.93 acres has been leased from a third party and
under the ‘Grand Hyatt’ Nadu) the lease deed is valid for 29 years from 2024 to 2053
brand in Chennai (Tamil
Nadu)
2. Upper Midscale Hotel Udayagiri, near Land admeasuring 2.43 acres has been leased from Nirupa Shankar and
under ‘Fairfield by Bengaluru International Pavitra Shankar, and the lease deed is valid for 29 years from 2024 to
Marriott’ brand in Airport, Bengaluru 2053
Bengaluru (Karnataka) (Karnataka)
3. Upper Midscale Hotel Bommasandra Industrial A memorandum of agreement dated October 21, 2024 has been
under ‘Fairfield by area, Near Hosur, executed between our Company and BEL to acquire the land parcels
Marriott’ brand in Bengaluru (Karnataka) admeasuring 1.03 acres. The aforesaid memorandum of agreement was
Bengaluru (Karnataka) valid till March 31, 2025 and the same has been extended pursuant to a
letter of extension dated June 16, 2025 for a period of six months (i.e.,
till September 30, 2025).
4. Luxury hotel under the Kokapet, Hyderabad A memorandum of agreement dated October 24, 2024 has been
InterContinental brand in (Telangana) executed between our Company and BEL to acquire undivided share in
Hyderabad (Telangana) land parcels admeasuring 1.35 acres, being proportionate to the
proposed hotel’s size. The aforesaid memorandum of agreement was
214S No. Hotel Location Leased/ Owned
valid till March 31, 2025 and the same has been extended pursuant to a
letter of extension dated June 16, 2025 for a period of six months (i.e.,
till September 30, 2025).
5. Luxury wellness resort Vaikom, Kerala Our Company owns 7.08 acres of freehold land and has entered into a
under ‘The Ritz-Carlton’ memorandum of agreement dated October 21, 2024 with Brigade
brand in Vaikom, Kerala Hospitality Services Limited to acquire an additional 7.62 acres. The
aforesaid memorandum of agreement was valid till March 31, 2025 and
the same has been extended pursuant to a letter of extension dated June
16, 2025 for a period of six months (i.e., till September 30, 2025).
From time to time, we may enter into definitive or non-binding memoranda of understanding (“MoUs”) for development of hotels
in future. For example, we have entered into (i) a definitive agreement with Marriott for a hotel to be situated at OMR in Chennai
(Tamil Nadu) under the “JW Marriott” brand; (ii) a non-binding MoU with Marriott for a hotel to be situated at World Trade Center
in Chennai (Tamil Nadu) under the “Courtyard by Marriott” brand; and (iii) a non-binding MoU with Marriott for a hotel to be
situated in World Trade Center in Thiruvananthapuram (Kerala) under the “Marriott” brand. As of the date of this Red Herring
Prospectus, we do not have any land or building arrangements where the aforementioned hotels may be situated.
In addition, we have acquired a land parcel admeasuring 2 acres 9.7 guntas at Tumkur Road, Bengaluru (Karnataka) from TVS
Mobility Private Limited pursuant to a sale deed dated June 18, 2025.
Also, see, “Risk Factors – 21. Our Registered and Corporate Office and some of our hotels are not located on land owned by us
and we have only leasehold rights. In the event we lose or are unable to renew such leasehold rights, our business, financial
condition, results of operations and cash flows may be adversely affected.” on page 45.
215KEY REGULATIONS AND POLICIES
Given below is an indicative summary of certain sector-specific and relevant laws, regulations, and policies in India, which are
applicable to our Company. The information detailed in this chapter has been obtained from publications available in the public
domain. The description of the applicable regulations as given below is only intended to provide general information to the investors
and may not be exhaustive and is neither designed nor intended to be treated as a substitute for professional legal advice. The
indicative summaries are based on the current provisions of applicable law in India, which are subject to change or modification,
or amendment by subsequent legislative, regulatory, administrative, or judicial decisions.
For details of material regulatory approvals obtained by us, see “Government and Other Approvals” on page 359.
Hotel Classification Guidelines
With the aim to provide contemporary standards of facilities and services available in the hotels, the Ministry of Tourism,
Government of India (“Tourism Ministry”) has issued guidelines dated January 19, 2018, for approving hotel related projects and
their classification/re-classification. Pursuant to these guidelines, all hotel related projects are to be approved at implementation
stage and classification for newly operational hotels, if approved by Tourism Ministry at project stage, must be sought within three
months of commencing of the operations. Operating hotels may opt for such classification at any stage, however hotels seeking re-
classification should apply for the same and complete the process at least six months prior to the expiry of the existing period of
classification.
The guidelines prescribe constitution of Hotel and Restaurant Approval and Classification Committee (“HRACC”), which are
required to inspect and assess the hotels based on the facilities and services offered by them and their compliance with the prescribed
standards under the said guidelines. Basis the assessment by HRACC, the hotels can be classified either under ‘Star Category’ or
‘Heritage Category’, if such hotels apply for classification and are found fit for classification. Such classification shall be valid for
a period of five years. ‘Star Category’ hotels include the following sub-categories: 5 Star Deluxe, 5 Star (with or without alcohol
services), 4 Star (with or without alcohol services), 3 Star, 2 Star and 1 Star hotel.
Pursuant to the Tourism Ministry’s guidelines for classification of heritage hotels, hotels running in palaces, castles, forts, havelies,
hunting lodges or residences which were built prior to the year 1950 can seek classification in a heritage category. The classification
into the sub-categories, Heritage, Heritage Classic or Heritage Grand, is based on the features and amenities of the hotel, including
number of rooms, conformity of the general features and ambience to the overall concept of heritage and architectural
distinctiveness, availability of sporting facilities, type of cuisine offered, quality of service and years of experience of the
owner/staff. The Tourism Ministry has also issued separate guidelines for approval and classification/reclassification of other types
of hotels.
The Food Safety and Standards Act, 2006 (“FSS Act”)
The FSS Act consolidates laws relating to food and establishes the Food Safety and Standards Authority of India (“FSSAI”), lays
down science-based standards for food articles and regulates their manufacture, storage, distribution, sale and import, to ensure
availability of safe and wholesome food for human consumption. The standards prescribed by the FSSAI also include specifications
for food activities, flavourings, processing aids and material in contact with food, ingredients, contaminants, pesticide residue,
biological hazards and labels. The FSS Act also sets out, among other things, the requirements for licensing and registration of food
businesses, general principles of food safety and responsibilities of a food business operator and liability of manufacturers and
sellers. The FSS Act also lays out procedure for adjudication by the Food Safety Appellate Tribunal.
Further, the Food Safety and Standards Rules, 2011 (“FSS Rules”) lay down detailed standards for various food products, which
include, among others, specifications for ingredients, limit of quantities of contaminants, tolerance limits of pesticide drugs residue,
biological hazards and labels.
For enforcement under the FSS Act, the ‘commissioner of food safety’, ‘food safety officer’, and ‘food analyst’ have been granted
detailed powers of seizure, sampling, taking extracts, and analysis under the FSS Rules. The FSSAI has also framed, among others,
the following food safety and standards regulations in relation to various food products and additives:
• Food Safety and Standards (Licensing and Registration of Food Businesses) Regulations, 2011;
• Food Safety and Standards (Food Products Standards and Food Additives) Regulations, 2011;
• Food Safety and Standards (Prohibition and Restriction on Sales) Regulations, 2011;
• Food Safety and Standards (Contaminants, Toxins and Residues) Regulations, 2011;
• Food Safety and Standards (Approval for Non-Specified Food and Food Ingredients) Regulations, 2017;
• Food Safety and Standards (Organic Food) Regulation, 2017;
• Food Safety and Standards (Alcoholic Beverages) Regulations, 2018;
• Food Safety and Standards (Packaging) Regulations, 2018;
• Food Safety and Standards (Labelling and Display) Regulations, 2020; and
• Food Safety and Standards (Vegan Foods) Regulations, 2022
216Environmental Legislations
The Air (Prevention and Control of Pollution) Act, 1981 (“Air Act”), the Water (Prevention and Control of Pollution) Act, 1974
(“Water Act”), and the Hazardous and Other Wastes (Management and Transboundary Movement) Rules, 2016 (“Hazardous
Waste Rules”) aim to prevent, control and abate pollution. The Air Act stipulates that no person shall, without prior written consent
of the relevant state pollution control board, establish or operate any industrial plant in an air pollution control area, as notified by
the state pollution control board. The Water Act aims to prevent and control water pollution and to maintain or restore water purity
and any person intending to establish any industry, operation or process or any treatment and disposal system which is likely to
discharge sewage or trade effluent into a stream or well or sewer or on land is required to obtain prior consent of the relevant state
pollution control board. The Hazardous Waste Rules regulate the management, treatment, storage, and disposal of hazardous waste
by imposing an obligation on every occupier and operator of a facility generating hazardous waste to obtain an approval from the
relevant state pollution control board and to dispose of such waste without harming the environment. The Environment (Protection)
Act, 1986 read with Environment (Protection) Rules, 1986 aims to protect and improve the environment and provides rules for the
prevention, control and abatement of environment pollution, and imposes obligations for the proper handling, storage, treatment,
transportation and disposal of hazardous wastes. Forest Conservation Act, 1980 (“FCA”) aims to preserve forest land and provides
for restriction on the deforestation of forests or use of forestland for non-forest purpose and requires prior approval for use of forest
land for any non-forest purpose. The Noise Pollution (Regulation and Control) Rules, 2000 (“Noise Pollution Rules”) regulate
noise levels in industrial, commercial and residential zones, along with, designating zones of silence near schools, courts, hospitals
etc. Non-compliance of the Noise Pollution Rules attract the penalties prescribed under the Environment (Protection) Act, 1986.
Further, the Environment Impact Assessment Notification, 2006 (“EIA Notification”) requires any construction of new projects or
activities or the expansion or modernisation of existing projects or activities as listed in the schedule to the EIA Notification and
meeting the thresholds specified therein to mandatorily procure the prior environmental clearance from the Central government or
as the case may be, by the State Level Environment Impact Assessment Authority. The environmental clearance process for new
projects comprises of a maximum of four stages which are screening, scoping, public consultation and appraisal, all of which may
not apply to specific cases set forth in the EIA Notification. In 2016, the Ministry of Environment, Forest and Climate Change
(“MoEF”) issued a notification for integrating standard and objectively monitorable environmental conditions with building
permissions for buildings of different sizes with rigorous monitoring mechanism for implementation of environmental concerns and
obligations in building projects.
Other Applicable Laws
State Laws
We own and operate hotels in various states. Accordingly, legislations passed by the state governments are applicable to us in those
states. These include legislations relating to, among others, classification of fire prevention and safety measures and legislations
dealing with license for sale of alcohol. Further, we require several approvals from local authorities such as municipal bodies. The
approvals required may vary depending on the state and the local area. Further, the state governments may have also enacted laws
regulating public order and police, which mandate, among others, the licensing of places of public entertainment, registration of
eating houses and obtaining a ‘no objection certificate’ for the operation of such eating houses with the relevant jurisdictional police
station, along with prescribing penalties for non-compliance.
Municipality Laws
Pursuant to the Constitution (Seventy-Fourth Amendment) Act, 1992 (“Seventy-Fourth Amendment Act”), the respective state
legislatures in India have power to endow the municipalities with power to implement schemes and perform functions in relation to
matters listed in the Twelfth Schedule to the Constitution of India (“Twelfth Schedule”). The Twelfth Schedule, added by the
Seventy-Fourth Amendment Act, deals with the provisions that specify the powers, authority and responsibilities of Municipalities.
In pursuance of this, respective states of India have enacted laws empowering the municipalities to issue trade license for operating
eating outlets and implementation of regulations relating to such license along with prescribing penalties for non-compliance.
Shops and Establishments legislations in various states
Under the provisions of local shops and establishment legislations applicable in the states in which establishments are set up,
establishments are required to be registered under the respective legislations. These legislations regulate the condition of work and
employment in shops and commercial establishments and generally prescribe obligations in respect of, among others, registration,
opening and closing hours, daily and weekly working hours, rest intervals, overtime, holidays, leave, health and safety measures,
termination of service and wages for overtime work. There are penalties prescribed in the form of monetary fine or imprisonment
for violation of these legislations.
Airports Authority of India Act, 1994, as amended (“AAI Act”)
The AAI Act, among others, prohibits construction of any building or erection, placement or raising any moveable or immoveable
structure or fixture on or in front of any airport premises (as defined in the AAI Act), except in accordance with an approval required
to be obtained from the Airports Authority of India.
Excise Laws
217Under the Seventh Schedule of the Constitution of India, state legislatures are empowered to levy duty of excise on alcoholic liquor
made for human consumption. Different state legislatures have enacted state legislations dealing with license for sale and storage
of alcohol. Any person selling alcoholic liquor is required to obtain appropriate license under the relevant state legislations. Such
license is issued and classified based upon the nature and type of alcoholic liquor.
Lift and Escalators Legislations
The State legislatures have also enacted laws for the regulation of installation, maintenance, and safe working of lifts and escalators
and of all machinery and apparatus used for such lifts and escalators. Under such legislations, the owners of premises are required
to apply for permissions to install and operate lifts and escalators from the prescribed statutory authority. Penalties have been
prescribed for violation of the provisions of the legislations.
Property Laws
Transfer of Property Act, 1882 (“TP Act”)
The TP Act deals with the various methods in which transfer of property including transfer of immovable property or any interest
in relation to that property, between individuals, firms and companies takes place. The TP Act stipulates the general principles
relating to the transfer of property including, among other things, identifying the categories of property that are capable of being
transferred, the persons competent to transfer property, the validity of restrictions and conditions imposed on the transfer and the
creation of contingent and vested interest in the property. The transfer of property as provided under the TP Act, can be through the
mode of sale, gift and exchange while an interest in the property can be transferred by way of a lease or mortgage.
The TP Act stipulates the general principles relating to the transfer of property including among other things identifying the
categories of property that are capable of being transferred, the persons competent to transfer property, the validity of restrictions
and conditions imposed on the transfer and the creation of contingent and vested interest in the property.
National Building Code of India, 2016 (“Building Code”)
The Building Code provides guidelines to regulate the construction of buildings and ancillary activities associated with it. It serves
as a model code for adoption by all agencies involved in building construction, including private companies in the field of
construction. The Building Code, inter alia, contains administrative regulations, development control rules; fire safety requirements;
along with guidelines in relation to the structural design, general safety and plumbing services of buildings.
Intellectual Property Laws
The Trade Marks Act, 1999 (the “Trademarks Act”)
The Trademarks Act governs the registration, statutory protection of trademarks and prevention of the use of fraudulent marks in
India. Indian law permits the registration of trademarks for both goods and services. It also provides for exclusive right to marks
such as brand, label, and heading and to obtain relief in case of infringement for commercial purposes as a trade description. Under
the provisions of the Trademarks Act, an application for trademark registration may be made with the Trademarks Registry by any
person or persons claiming to be the proprietor of a trademark, whether individually or as joint applicants, and can be made on the
basis of either actual use or intention to use a trademark in the future. Once granted, a trademark registration is valid for 10 years
unless cancelled, after which, it can be renewed. If not renewed, the mark lapses and the registration is required to be restored to
gain protection under the provisions of the Trademarks Act. The Trademarks Act prohibits registration of deceptively similar
trademarks and provides for penalties for infringement, falsifying and falsely applying trademarks among others. Further, pursuant
to the notification of the Trademarks (Amendment) Act, 2010, simultaneous protection of trademark in India and other countries
has been made available to owners of Indian and foreign trademarks. It also seeks to simplify the law relating to the transfer of
ownership of trademarks by assignment or transmission and to bring the law in line with international practices.
The Copyright Act, 1957 and the Copyright Rules, 2013 (the “Copyright Act”)
The intellectual property protected under the Copyright Act includes copyrights subsisting in original literary, dramatic, musical, or
artistic works, cinematograph films, and sound recordings, including computer programmes, tables and compilations including
computer databases. Registration under the Copyright Act acts as prima facie evidence of the particulars entered therein and may
help expedite infringement proceedings and reduce delay caused due to evidentiary considerations. Upon registration, the copyright
subsists for the lifetime of the author and until a period of 60 years from the beginning of the calendar year following the year in
which the author dies, or in which the work is first published in case of anonymous and pseudonymous works. Reproduction of a
copyrighted work for sale or hire and issuing of copies to the public, among others, without consent of the owner of the copyright
are acts which expressly amount to an infringement of copyright. The Copyright Act prescribes a fine or imprisonment or both for
infringement of copyright, with enhanced penalty on second or subsequent convictions.
Foreign Investment Regulations
Foreign investment in India is governed by the provisions of the Foreign Exchange Management Act, 1999 (“FEMA”), as amended,
along with the rules, regulations and notifications made by the Reserve Bank of India thereunder, and the consolidated FDI Policy
(“FDI Policy”) issued by the Department for Promotion of Industry and Internal Trade, Ministry of Commerce and Industry,
218Government of India from time to time. Further, the RBI has enacted the Foreign Exchange Management (Mode of Payment and
Reporting of Non-Debt Instruments) Regulations, 2019 which regulate the mode of payment and reporting requirements for
investments in India by a person resident outside India. Under the current FDI Policy (effective October 15, 2020), 100% foreign
direct investment in companies engaged in the hotels/hospitality sector as well as those engaged in construction development of
hotel projects, is permitted, under the automatic route, i.e., without requiring prior government approval, subject to compliance with
certain prescribed conditions. Further, the RBI has updated the master directions on Foreign Investment in India as on January 20,
2025 to ensure compliance and regulation in the regime of foreign exchange and foreign security.
Legal Metrology Act, 2009 (the “LM Act”)
The LM Act seeks to establish and enforce standards of weights and measures, regulate trade and commerce in weights, measures
and other goods which are sold or distributed by weight, measure, or number. The LM Act provides for, inter alia, standard weights
and measures and requirements for verification and stamping of weight and measure. It lays down that the Central Government may
prescribe the kinds of weights and measures for which the verification is to be done through the government approved test centre.
Further, the LM Act lays down penalties for various offences, including but not limited to, using non-standard weight or measure,
making any transaction, deal or contract in contravention of prescribed standards, counterfeiting of seals and tampering with
licenses. The key features of the LM Act are, inter alia, (i) mandating registration for importers of non-standard weights or measures;
(ii) mandating licensing for manufacturing, repair or sale; and (iii) prescribing the appointment of government approved test centres
for verification of weights and measures.
Labour Legislations
Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 (the “POSH Act”)
In order to curb the rise in sexual harassment of women at workplace, the POSH Act was enacted for prevention and redressal of
complaints and for matters connected therewith or incidental thereto. The terms “sexual harassment” and “workplace” are both
defined in the POSH Act. Every employer should also constitute an “Internal Complaints Committee” and every officer and member
of the company shall hold office for a period of not exceeding three years from the date of nomination. Any aggrieved woman can
make a complaint in writing to the Internal Committee in relation to sexual harassment of female at workplace. Every employer has
a duty to provide a safe working environment at workplace which shall include safety from the persons coming into contact at the
workplace, organising awareness programs and workshops, display of rules relating to the sexual harassment at any conspicuous
part of the workplace, provide necessary facilities to the internal or local committee for dealing with the complaint, such other
procedural requirements to assess the complaints.
The employment of workers, depending on the nature of activity, is regulated by a wide variety of generally applicable labour laws,
including the Payment of Wages Act, 1936, the Minimum Wages Act, 1948, the Employee’s State Insurance Act, 1948, the
Employees’ Provident Funds and Miscellaneous Provisions Act, 1952, Payment of Gratuity Act, 1972, the Payment of Bonus Act,
1965, Contract Labour (Regulation and Abolition) Act, 1970, the Shops and Establishments Act, 1953, the Maternity Benefit Act,
1961, the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Employment
Exchanges (Compulsory Notification of Vacancies) Act, 1959, the Inter-State Migrant Workmen Act, 1979, the Building and Other
Construction Workers (Regulation of Employment and Conditions of Service) Act, 1996.
In order to rationalize and reform labour laws in India, the Government has enacted the following codes:
a) The Code on Wages, 2019
The Code on Wages, 2019, which regulates and amalgamates laws relating to wage and bonus payments and subsumes four existing
laws namely the Payment of Wages Act, 1936, the Minimum Wages Act, 1948, the Payment of Bonus Act, 1965 and the Equal
Remuneration Act, 1976. It regulates, among other things, the minimum wages payable to employees, the manner of payment and
calculation of wages and the payment of bonus to employees. Certain provisions of this code pertaining to central advisory board
and the central government have been brought into force by the Ministry of Labour and Employment through a notification dated
December 18, 2020, and other provisions of this code will be brought into force on a date to be notified by the GoI.
b) Industrial Relations Code, 2020
Industrial Relations Code, 2020, which consolidates and amends laws relating to trade unions, the conditions of employment in
industrial establishments and undertakings, and the investigation and settlement of industrial disputes received the assent of the
President of India on September 28, 2020. It address key labour issues inter alia, the process for the formation, and regulation of
trade unions, procedure for the negotiation and enforcement of employment contracts and, the process for adjudication of industrial
strikes, disputes and lockouts. The Industrial Relations Code, 2020 also stipulates the establishment of industrial tribunals for an
effective resolution of disputes. It subsumes the Trade Unions Act, 1926, the Industrial Employment (Standing Orders) Act, 1946
and the Industrial Disputes Act, 1947. The provisions of this code will be brought into force on a date to be notified by the GoI.
c) The Code on Social Security, 2020
The Code on Social Security, 2020 (“Social Security Code”), which amends and consolidates laws relating to social security, and
subsumes various social security related legislations, among other things, including the Employee’s Compensation Act, 1923, the
219ESI Act, the EPF Act, the Maternity Benefit Act, 1961, the Payment of Gratuity Act, 1972, the Building and Other Construction
Workers’ Welfare Cess Act, 1966 and the Unorganized Workers’ Social Security Act, 2008. It governs the constitution and
functioning of social security organisations such as the EPF and the ESIC, regulates the payment of gratuity, the provision of
maternity benefits and compensation in the event of accidents that employees may suffer, among others. The Social Security Code
received the assent of the President of India on September 28, 2020. Section 142 of the Social Security Code has been brought into
force from May 3, 2021, by the Ministry of Labour and Employment, Government of India, (“MLE”) through a notification dated
April 30, 2021. The MLE, vide a notification dated May 3, 2023, as the effective date for enforcing certain provisions of the Social
Security Code relating to the employees’ pension scheme, inter alia, (a) to empower the Central Government to frame a scheme to
be called the employees’ provident fund scheme; and (b) to subsume certain provisions of the Employees’ Pension Scheme, 1995
(“EPS”) with the Social Security Code, and repeal the corresponding provisions pertaining to EPS under the EPF Act. Other
provisions of this code will be brought into force on a date to be notified by the GoI.
d) The Occupational Safety, Health and Working Conditions Code, 2020
The Occupational Safety, Health and Working Conditions Code, 2020, received the assent of the President of India on September
28, 2020. It consolidates and amends the laws regulating the occupational safety and health and working conditions of the persons
employed in an establishment. It replaces certain old central labour laws including the Contract Labour (Regulation and Abolition)
Act, 1970, the Factories Act, 1948, the Inter-State Migrant Workmen (Regulation of Employment and Conditions of Service) Act,
1979 and the Building and Other Construction Workers (Regulation of Employment and Conditions of Service) Act, 1996. The
provisions of this code will be brought into force on a date to be notified by the Central Government. The Central Government has
issued the draft rules under the Occupational Safety, Health and Working Conditions Code, 2020. The draft rules provide for
operationalization of provisions in the Occupational Safety, Health and Working Conditions Code, 2020 relating to safety, health
and working conditions of the dock workers, building or other construction workers, mines workers, inter-state migrant workers,
contract labour, journalists, audio-visual workers and sales promotion employees. The provisions of this code will be brought into
force on a date to be notified by the GoI.
Information Technology Act, 2000 and the rules notified thereunder (the “IT Act”)
The IT Act seeks to provide legal recognition to transactions carried out by various means of electronic data interchange and other
means of electronic communication and facilitate electronic filing of documents with government agencies. It also creates a
mechanism for the authentication of electronic documentation through digital signatures. The IT Act prescribes punishment for
publishing and transmitting obscene material in electronic form. The IT Act provides for extra-territorial jurisdiction over any
offence or contravention under the IT Act committed outside India by any person, irrespective of their nationality, if the act or
conduct constituting the offence or contravention involves a computer, computer system or computer network located in India.
Additionally, it empowers the Government of India to direct any of its agencies to intercept, monitor or decrypt any information
generated, transmitted, received or stored in any computer source in the interest of sovereignty, integrity, defence and security of
India, among other things.
The IT Act empowers the Government of India to formulate rules with respect to reasonable security practices and procedures and
sensitive personal data. In exercise of this power, the Department of Information Technology, Ministry of Electronics and
Information Technology, Government of India notified the Information Technology (Reasonable Security Practices and Procedures
and Sensitive Personal Data or Information) Rules, 2011 (“Reasonable Security Practices Rules”) which prescribe directions for
the collection, disclosure, transfer and protection of sensitive personal data or information by a body corporate or any person acting
on behalf of a body corporate. The Reasonable Security Practices Rules require a body corporate or any person who on behalf of
body corporate collects, receives, possesses, stores, deals or handle information of provider of information to provide a privacy
policy for handling of or dealing in personal information including sensitive personal data or information and ensure that the same
are available for view by such providers of information who has provided such information under lawful contract. The Reasonable
Security Practices Rules define sensitive personal data or information to include passwords, financial information such as bank
account, credit card and payment instrument details, medical records and any detail relating to the aforementioned categories as
provided to a body corporate for providing services and/or stored or processed by the body corporate under lawful contract or
otherwise, however, any information that is freely available or accessible in public domain or furnished under law is not regarded
as sensitive personal data or information under these rules. It further requires that all such personal data be used solely for the
purposes for which it was collected, and any third-party disclosure of such data is made with the prior consent of the information
provider, unless contractually agreed upon between them or where such disclosure is mandated by law.
The Digital Personal Data Protection Act, 2023 (the “DPDP Act”)
The DPDP Act received the assent of the President of India on August 11, 2023. It seeks to provide for the processing of digital
personal data in a manner that recognises both the right of individuals to protect their personal data and the need to process such
personal data for lawful and other incidental purposes. It defines personal data to mean any data about an individual who is
identifiable by or in relation to such data (“Personal Data”). It further defines a data fiduciary to mean any person who alone or in
conjunction with other persons determines the purpose and means of processing of personal data (“Data Fiduciary”), and a data
principal to mean an individual to whom the Personal Data relates (“Data Principal”).
The DPDP Act applies to the processing of digital Personal Data within India where the Personal Data is collected in digital form
or where it is collected in a non-digital form and is subsequently digitised. It also applies to processing of digital Personal Data
220outside of India, if such processing is in connection with any activity related to offering of goods or services to Data Principals
within India. The DPDP Act does not apply to Personal Data processed by an individual for any personal or domestic purpose, and
Personal Data that is made publicly available by the Data Principal to whom such personal data relates or any other person who is
under an obligation under any law for the time being in force in India to make such Personal Data publicly available. As per the
DPDP Act, a person may process the Personal Data of a Data Principal for a lawful purpose, for which the Data Principal has given
her consent or for certain legitimate uses. It also provides for the establishment of a Data Protection Board of India for taking
remedial actions and imposing penalties for breach of the provisions of the DPDP Act. It imposes restrictions and obligations on
Data Fiduciaries in relation to dealing with personal data and levies penalties for breach of obligations prescribed under the DPDP
Act.
The Government of India is considering enacting legislation for non-personal data (“NPD”). In September 2019, the Ministry of
Electronics and Information Technology established the NPD Committee to propose regulations for NPD. The committee has
released two reports suggesting frameworks for NPD governance, access, sharing, and a registration regime for data businesses. In
May 2022, a draft National Data Governance Framework was issued, aiming to mobilize non-personal data for public and private
use, proposing a non-personal data-based India datasets program and outlining rules for secure access by the research and innovation
ecosystem. The draft Digital Personal Data Protection Rules, 2025 have been proposed by the Ministry of Electronics and
Information Technology to facilitate the implementation of the Digital Personal Data Protection Act, 2023.
Consumer Protection Act, 2019 (the “CP Act”)
The CP Act which repeals the Consumer Protection Act, 1986, was designed and enacted to provide simpler and quicker access to
redress consumer grievances. It provides a mechanism for the consumer to file a complaint against a service provider in cases of
unfair trade practices, restrictive trade practices, deficiency in services, price charged being unlawful and food served being
hazardous to life. It provides for a three-tier consumer grievance redressal mechanism at the national, state and district levels. Non-
compliance of the orders of the redressal commissions attracts criminal penalties. The CP Act has, inter alia, introduced a Central
Consumer Protection Council to promote, protect and enforce the rights of consumers and to provide relief to a class of consumers.
Consumer Protection (E-Commerce) Rules, 2020 (“E-Commerce Rules”) The Ministry of Consumer Affairs issued the E-
Commerce Rules under the Consumer Protection Act, 2019 on July 23, 2020. The E-Commerce Rules provide a framework to
regulate the marketing, sale and purchase of goods and services online. These rules apply to (a) all good/services bought or sold
vide digital or electronic network, including digital products; (b) all models of e-commerce, including marketplace and inventory e-
commerce entities; (c) all e-commerce retail; and (d) all forms of unfair trade practices across all e-commerce models. The E-
Commerce Rules further requires the e-commerce entity to appoint grievance officer and provide for a grievance redressal
mechanism. Any violation of these rules attracts action under the Consumer Protection Act, 2019.
Other Laws
In addition to the above, our Company is required to comply with the provisions of the Companies Act, various tax related
legislations i.e., the Income Tax Act 1961, Central Goods and Services Tax Act, 2017, relevant state legislations for goods and
services tax, Indian Stamp Act, 1899 and various state-specific legislations made thereunder, and other applicable statutes
promulgated, and regulations imposed by the Central Government and state governments and other authorities for our day-to-day
business, operations and administration.
221HISTORY AND CERTAIN CORPORATE MATTERS
Brief history of our Company
Our Company was incorporated as ‘Brigade Hotel Ventures Limited’ at Bengaluru, Karnataka as a public limited company under
the Companies Act, 2013, and a certificate of incorporation was granted by the Deputy Registrar of Companies, Central Registration
Centre, on behalf of the jurisdictional Registrar of Companies on August 24, 2016.
Changes in our Registered and Corporate Office
There has been no change in the registered and corporate office of our Company since the date of incorporation.
Main objects of our Company
The main objects in our Memorandum of Association are as set forth below:
“To establish and carry on in India or elsewhere the business to establish, construct, erect, build, own, purchase, acquire, undertake,
promote, run, manage, own, lease, convert, commercialise, handle, operate, renovate, maintain, improve, exchange, furnish,
recondition, hire, let on hire, develop, consolidate, subdivide, and organize, hotels, restaurants, cafes, taverns, rest houses, motels,
snack bars, lodging, house keepers, clubs, resorts, country homes, concept parks, recreation and entertainment centres, service
apartments, senior citizens homes, retirement homes, assisted living centre, concept show rooms, concept houses, boutiques, fashion
centres, art and craft show rooms, art galleries exhibitions, licensed victualler, discotheque, banquet halls, dressing rooms,
laundries, hairdresser shops, grocers, green grocers, retail & convenience stores, health spas, health clubs, holistic centres, beauty
salons, sauna, and steam bath, swimming pools, libraries, writing and new paper rooms, places of amusement, sports, gymnasiums,
golf courses including golf clubs, entertainment, opera box offices, cinema multiplexes, nursing homes, old age homes, health
centres, hospitals, yoga centres, massage house, immunisation centres, therapeutic houses, clinics, maternity family planning unit,
diagnostic centres, chemist shop and natural cure centres.”
The main objects as contained in our Memorandum of Association enable our Company to carry on the business presently being
carried on and proposed to be carried on by our Company.
Amendments to our Memorandum of Association
The following table sets forth details of the amendments to our Memorandum of Association, since the date of incorporation of
our Company, as on date of this Red Herring Prospectus:
Date of Shareholders’ Details of the amendments
resolution/ effective date
March 14, 2018 Clause V of the Memorandum of Association of our Company was amended to reflect the increase in authorised
share capital of our Company from ₹ 10,000,000 divided into 1,000,000 Equity Shares of ₹ 10 each to ₹
2,900,000,000 divided into 9,000,000 Equity Shares of ₹ 10 each and 28,100,000 0.01% OCRPS of ₹ 100 each
May 10, 2024 Clause V of the Memorandum of Association of our Company was amended to reflect the increase of authorised
share capital of our Company from ₹ 2,900,000,000 divided into 9,000,000 Equity Shares of ₹ 10 each and
28,100,000 0.01% OCRPS of ₹ 100 each to ₹ 5,710,000,000 divided into 290,000,000 Equity Shares of ₹ 10 each
and 28,100,000 0.01% OCRPS of ₹ 100 each *
May 10, 2024 Clause V of the Memorandum of Association of our Company was amended to reflect the cancellation of OCRPS
and the resulting decrease of authorised share capital of our Company from ₹ 5,710,000,000 divided into
290,000,000 Equity Shares of ₹ 10 each and 28,100,000 0.01% OCRPS of ₹ 100 each to ₹ 2,900,000,000 divided
into 290,000,000 Equity Shares of ₹ 10 each*
October 14, 2024 Clause V of the Memorandum of Association of our Company was amended to reflect the increase in authorised
share capital of our Company from ₹ 2,900,000,000 divided into 290,000,000 Equity Shares of ₹ 10 each to ₹
4,500,000,000 divided into 450,000,000 Equity Shares of ₹ 10 each*
* The Board and Shareholders of our Company had, pursuant to resolutions, each dated May 10, 2024, approved the reclassification of authorised share capital of
our Company from ₹ 2,900,000,000 divided into 9,000,000 Equity Shares of ₹ 10 each and 28,100,000 0.01% OCRPS of ₹ 100 each to ₹ 2,900,000,000 divided into
290,000,000 Equity Shares of ₹ 10 each. Our Company filed the Form SH-7 in relation to such reclassification on May 10, 2024 and thereafter re-filed the Form
SH-7 on July 19, 2024 (“July SH-7”), along with certain additional fee. The July SH-7 was pending approval from the MCA due to procedural formalities, as on
the date of the Draft Red Herring Prospectus. Subsequently, an increase in the authorised share capital of our Company from ₹ 2,900,000,000 divided into
290,000,000 Equity Shares of ₹ 10 each to ₹ 4,500,000,000 divided into 450,000,000 Equity Shares of ₹ 10 each was approved by the Board resolution dated October
5, 2024 and the Shareholders’ resolution dated October 14, 2024. Further, as on the date of the Draft Red Herring Prospectus, due to the delay in processing of the
July SH-7, our Company was unable to file the Form SH-7 dated October 14, 2024, Thereafter, the July SH-7 was cancelled on December 20, 2024. Thereafter, the
Board and Shareholders of our Company, pursuant to resolutions, each dated January 21, 2025, have superceded the aforementioned Board and Shareholders’
resolutions, each dated May 10, 2024, and have approved the increase in our authorised share capital from ₹ 2,900,000,000 divided into 9,000,000 Equity Shares
of ₹ 10 each and 28,100,000 0.01% OCRPS of ₹ 100 each to ₹ 5,710,000,000 divided into 290,000,000 Equity Shares of ₹ 10 each and 28,100,000 0.01% OCRPS
of ₹ 100 each, with retrospective effect from May 10, 2024. The Board and Shareholders of our Company, pursuant to resolutions, each dated January 21, 2025,
222have further approved the cancellation of OCRPS from the authorized share capital of the Company and the resulting decrease of the authorised share capital of
our Company from ₹ 5,710,000,000 divided into 290,000,000 Equity Shares of ₹ 10 each and 28,100,000 0.01% OCRPS of ₹ 100 each to ₹ 2,900,000,000 divided
into 290,000,000 Equity Shares of ₹ 10 each, with retrospective effect from May 10, 2024. The aforementioned Board resolution dated October 5, 2024 and the
Shareholders’ resolution dated October 14, 2024, each passed for approval of the increase in authorised share capital of our Company from ₹ 2,900,000,000 divided
into 290,000,000 Equity Shares of ₹ 10 each to ₹ 4,500,000,000 divided into 450,000,000 Equity Shares of ₹ 10 each, have been ratified pursuant to the corresponding
resolutions passed by our Board and our Shareholders, each dated January 21, 2025. As on the date of this Red Herring Prospectus, our Company has filed the
Forms SH-7 dated February 26, 2025, April 8, 2025 and April 18, 2025, respectively, for the aforementioned changes in authorized share capital of our Company.
For further details see, “Risk Factors - 29. There may be delays in completing certain of our statutory and regulatory filings. We cannot assure you that no actions,
regulatory or otherwise, will be initiated against our Company in the future in relation to such delays, which could adversely affect our financial condition, results
of operations and cash flows” on page 53.
Major events and milestones in the history our Company and properties
The table below sets forth the key events and milestones in the history of our Company:
Calendar Year Milestone
2016 Commencement of operations at ‘Grand Mercure Mysore’ in Mysuru, Karnataka, our Company’s first leisure hotel with
146 rooms.
2017 Commencement of operations at ‘Holiday Inn Bengaluru Racecourse’ with 272 rooms in Bengaluru, Karnataka.
Commencement of operations at ‘Holiday Inn Chennai OMR IT Expressway’ with 202 rooms in Chennai, Tamil Nadu,
our Company’s first hotel outside of Karnataka.
2018 Commencement of operations at ‘Four Points by Sheraton Kochi Infopark’ in Kochi, Kerala with 218 rooms, our
Company’s second hotel outside Karnataka.
2019 Commencement of operations at our first hotel outside South India, ‘Grand Mercure Ahmedabad GIFT City’ with 151
rooms in GIFT City, Gujarat.
2020 Commencement of operations at ‘Holiday Inn Express & Suites Bengaluru OMR’ with 129 rooms in Bengaluru,
Karnataka.
2024 Commencement of operations at ‘ibis Styles Mysuru’ with 130 rooms at Mysuru, Karnataka
Awards and accreditations and recognitions received by our Company
Details of key awards and accreditations received by our Company are set out below:
Calendar Year Award
2025 The “High Ultra Lounge” located at Sheraton Grand Bangalore at Brigade Gateway in Bengaluru, Karnataka, was awarded
the winner for the “Best 5-Star Nightclub” category at the NDTV Food Awards 2025.
Our restaurant, “Horizon” located at Sheraton Grand Bangalore at Brigade Gateway in Bengaluru, Karnataka, was
awarded the winner for “Best Pan Asian Premium Dining Restaurant (South India)” category at the NDTV Food Awards
2025.
The “High Ultra Lounge” located at Sheraton Grand Bangalore at Brigade Gateway in Bengaluru, Karnataka, was awarded
a certificate of excellence for “Best Rooftop Restaurant of the Year – South India” at the 7th Food Connoisseurs India
Awards.
2024 Grand Mercure Mysore, in Mysuru, Karnataka, was awarded the “Best Leisure Hotel (Domestic Hotels)” at India’s Best
Awards 2024 by Travel and Leisure India.
The “High Ultra Lounge” located at Sheraton Grand Bangalore at Brigade Gateway in Bengaluru, Karnataka was awarded
the winner for the “Night Club of the Year – South” at the Restaurants and Nightlife Awards 2024 by ET Hospitality
World (from the Economic Times).
Sheraton Grand Bangalore at Brigade Gateway in Bengaluru, Karnataka was awarded as the winner for “Leading Luxury
Hotel/Resort” at the South Asian Travel Awards 2024.
Sheraton Grand Bangalore at Brigade Gateway in Bengaluru, Karnataka was awarded as the winner for the “Leading F&B
Hotel/Resort” at the South Asian Travel Awards 2024.
The restaurant “The Persian Terrace” at our hotel, Sheraton Grand Bangalore at Brigade Gateway in Bengaluru, Karnataka
was awarded the “Fine Dine Hotel Restaurant of the Year” by Restaurant Awards 2024 South India Edition.
223Calendar Year Award
The restaurant “Verandah” at our hotel Grand Mercure Bangalore at Bengaluru, Karnataka was awarded the “Excellence
in All Day Dining” by Superhits 93.5 RED FM
The Score - The Sports Bar & Grill located at the Holiday Inn Chennai OMR IT Expressway in Chennai, Tamil Nadu
received the "Best Sports Bar - Luxurious Nightout " award from the Times Food & Nightlife Awards 2024
2023 Sheraton Grand Bangalore at Brigade Gateway in Bengaluru, Karnataka was awarded the “Best rooftop restro-bar of the
year” at the Restaurant Awards 2023.
Sheraton Grand Bangalore at Brigade Gateway in Bengaluru, Karnataka was awarded the “Leading Luxury Hotel/Resort”
at the South Asian Travel Awards.
Sheraton Grand Bangalore at Brigade Gateway in Bengaluru, Karnataka was awarded the “Best Sunday Brunch in a
Hotel” by Eazydiner Foodie Awards.
Four Points by Sheraton Kochi Infopark in Kochi, Kerala was awarded the “Vajra Award” for labour compliance and
welfare by Government of Kerala.
Grand Mercure Mysore, in Mysuru, Karnataka was awarded the “Traveller’s Choice” award by Trip Advisor.
Grand Mercure Ahmedabad GIFT City, Gujarat was awarded the “Sustainability Practices Award” in the Outlook
Traveller Hospitality Awards, 2023.
The café “Café G” at our hotel Holiday Inn Chennai OMR IT Expressway in Chennai, Tamil Nadu, was featured in the
IHC London and IIHM Hospitality Honors List
Holiday Inn Chennai OMR IT Expressway in Chennai, Tamil Nadu featured in the IHC London and IIHM Hospitality
Honours List
Holiday Inn Bengaluru Racecourse in Bengaluru, Karnataka achieved the “Traveller’s Choice Badge” by Trip Advisor for
year 2023
The restaurant “Glass Kitchen & Bar” at Holiday Inn Bengaluru Racecourse in Bengaluru, Karnataka was awarded the
“Most Celebrated Culinary Restaurant” at the Eazydinner Foodie Awards 2023
Holiday Inn Bengaluru Racecourse in Bengaluru, Karnataka featured in the IHC London and IIHM Hospitality Honours
List 2023
A manager at Holiday Inn Express & Suites Bengaluru OMR in Bengaluru, Karnataka was awarded the "Best General
Manager 2023, Economy & Budget" at the Hospitality and Travel Awards Gala by HVS Anarock
2022 Sheraton Grand Bangalore at Brigade Gateway in Bengaluru, Karnataka was certified as “One of the best hotels for
business travellers” in by CNBC and Statista
Sheraton Grand Bangalore at Brigade Gateway in Bengaluru, Karnataka was awarded the “Leading Wedding
Hotel/Resort” at the South Asian Travel Awards
The restaurant “La Uppu” located at our hotel Grand Mercure Mysore in Mysuru, Karnataka was awarded the "Best South
Indian Regional Cuisine - South" at the Restaurants & Nightlife Awards by ET Hospitality World.
Grand Mercure Ahmedabad GIFT City, Gujarat was awarded “Gujarat Best Employer Brand Award”
Grand Mercure Ahmedabad GIFT City, Gujarat was awarded the “Leading Ecotel Hotel” by the Navi Mumbai Chamber
of Business and Industries in the India Hotelier and Hospitality Awards of 2022.
Holiday Inn Chennai OMR IT Expressway in Chennai, Tamil Nadu was rated “4.2 out of 5” by MakeMyTrip
Four Points by Sheraton, Kochi Infopark in Kochi, Kerala was awarded the “Best Bar and Pub” at the Kochi Kitchen
Awards by Via Kochi.
Holiday Inn Chennai OMR IT Expressway in Chennai, Tamil Nadu was recognized by the Greater China Corporation and
Urbaser Summet for its earnest efforts and outstanding service at the Coastal Cleanup Drive 2022 held at Marina Beach on
September 17, 2022.
Holiday Inn Chennai OMR IT Expressway in Chennai, Tamil Nadu was rated “4.2 out of 5” by Go Ibibo
Glass Kitchen & Bar located at our hotel Holiday Inn Bengaluru Racecourse in Bengaluru, Karnataka was awarded the
“Best Modern Indian – Premium Dining” by the Times of India 2022
224Calendar Year Award
Holiday Inn Bengaluru Racecourse in Bengaluru, Karnataka was rated “4 out of 5” by MakeMyTrip
2020 A manager at Holiday Inn Chennai OMR IT Expressway in Chennai, Tamil Nadu was honoured with the "Best General
Manager of the Year" award for the hotel segment on upper mid-market and mid-market hotels segment by HOSI and
Make My Trip
2019 The restaurant “La Uppu” located at our hotel Grand Mercure Mysore in Mysuru, Karnataka was awarded the "Best
Restaurant of the Year - Non Metro" by the Restaurant Awards, South India Edition
Holiday Inn Chennai OMR IT Expressway in Chennai, Tamil Nadu received the "Best Five Star Hotel" award at the Tamil
Nadu Tourism Award
2015* Grand Mercure Bangalore in Bengaluru, Karnataka received Winner of Certificate of Excellence, Hall of Fame by
Tripadvisor.
2012* Sheraton Grand Bangalore at Brigade Gateway in Bengaluru, Karnataka was awarded as “Best New Hotel of the Year” in
2012 – Upscale Segment – Business by HVS
2010* Grand Mercure Bangalore in Bengaluru, Karnataka was awarded the ‘Best New Hotel of the Year Award South Asia 2010
- Apartment Hotels by HVS India
Notes:
* These awards were received when the properties were owned and operated by our Promoter and these properties were subsequently transferred to our Company
under the Scheme of Arrangement. For further details please see “-Details regarding material acquisitions or divestments of business/undertakings, mergers,
amalgamations, etc. since date of incorporation – Scheme of Arrangement”
Time and cost overruns
We require a number of regulatory permits, licenses and approvals at various stages of construction of our projects. For details, see
“Government and other Approvals” on page 359. We have, from time to time, experienced delays in completion of construction of
certain projects from our initial estimated date/period of completion. We have also experienced delays due to changes in scope of
the project. For example, ibis Styles Mysuru experienced a time overrun due to the COVID-19 pandemic, which caused a two-year
pause in construction. Such additional cost and time overruns are in the ordinary course of business.
Defaults or re-scheduling/ restructuring of borrowings with financial institutions or banks
As on the date of this Red Herring Prospectus, there have been no defaults/ rescheduling/ restructuring of borrowings with financial
institutions/ banks in respect of our Company’s borrowings.
Significant financial and strategic partners
As on the date of this Red Herring Prospectus, our Company does not have any significant financial and/ or strategic partners.
Revaluation of assets since incorporation
Our Company has not revalued its assets since the date of incorporation till the date of this Red Herring Prospectus.
Launch of key products or services, entry into new geographies or exit from existing markets
For details of key products or services launched by our Company, entry into new geographies or exit from existing markets, see
“Our Business” beginning on page 188.
Details regarding material acquisitions or divestments of business/ undertakings, mergers, amalgamation, etc. since the date
of incorporation
Except as disclosed below, our Company has not made any material acquisitions or divestments of business/ undertakings, mergers,
amalgamation, etc., since the date of incorporation till the date of this Red Herring Prospectus:
Scheme of Arrangement
Pursuant to a resolution dated July 27, 2017, passed by our Board, our Company, our Promoter, Brigade Enterprises Limited
(“BEL”), our Group Company, Brigade Hospitality Services Limited (“BHSL”), and a member of our Promoter Group, Augusta
Club Private Limited (“ACPL”), filed the Scheme of Arrangement under Sections 231 to 232 of the Companies Act, 2013 before
the National Company Law Tribunal, Bengaluru bench (“NCLT”). The objective of the Scheme of Arrangement was to segregate
the (i) hotels, (ii) ‘integrated clubs and convention centres’, and (iii) ‘Augusta club’ business undertakings controlled by BEL and
transfer them to our Company, BHSL and ACPL, respectively, so as to inter alia enable better and more efficient management,
225control and running of these undertakings in a focused manner and to offer opportunities to the management of our Company, BHSL
and ACPL to pursue growth and expansion of their respective business undertakings.
In terms of the Scheme of Arrangement, the entire hotels business undertaking of BEL, comprising of inter alia all its assets,
properties, investments, debts, liabilities, legal proceedings, employees, trademarks, contracts and business licenses were transferred
to our Company on a going concern basis for a total consideration of ₹2,804.30 million, which could be allotted to BEL either (a)
by issue and allotment of optionally convertible preference shares of face value of ₹100 each (“OCRPS”), or (b) by payment of
cash or cash equivalent consideration within a defined period, or by a combination of both (a) and (b) herein.
Our Company currently has a portfolio of nine operating hotels, seven of which were acquired from BEL pursuant to the Scheme
of Arrangement, which were either operational or under-construction as on October 1, 2016. Accordingly, our Company acquired
(i) Sheraton Grand Bangalore at Brigade Gateway, Bengaluru, (ii), Grand Mercure Bangalore, Bengaluru (iii) Grand Mercure
Mysore, Mysuru, (iv) Holiday Inn Chennai OMR IT Expressway, Chennai, (v) Four Points by Sheraton Kochi Infopark, Kochi (vi)
ibis Styles Mysuru, Mysore (vii) Holiday Inn Bengaluru Racecourse, Bengaluru. Further, the underlying property to be utilised
towards the construction and development of the proposed luxury wellness resort at Vaikom, Kerala was also transferred to our
Company.
Similarly, the entire ‘integrated clubs and convention centres’ undertaking was transferred to BHSL and the entire ‘Augusta club’
undertaking was transferred to ACPL for a consideration amounting to ₹295.90 million and ₹32.50 million, respectively. The
Scheme of Arrangement was approved by the NCLT on March 13, 2018. Pursuant to the valuation report dated November 22, 2016,
issued by B.K. Ramadhyani & Co. LLP, the equity value of BEL's hotel business undertaking was calculated as ₹2,804.30 million
as at September 30, 2016 using the net assets value method. Accordingly, our Company allotted 28,043,000 OCRPS to BEL on
December 18, 2018 as consideration for the valuation derived.
Pursuant to the resolution passed by the Board of Directors on May 10, 2024, 28,043,000 OCRPS held by BEL were converted to
280,430,000 Equity Shares of face value of ₹ 10 in the ratio of ten Equity Shares for each OCRPS held. Subsequently, 280,430,000
Equity Shares were allotted to BEL, pursuant to the resolution passed by the Board of Director on May 10, 2024. For details in
relation to the allotment and conversion of OCRPS issued by our Company to BEL pursuant to the Scheme of Arrangement, see
“Capital Structure – Preference share capital” on page 96.
The details of the transaction are as follows:
Particulars Details
Name of Acquirer/Acquiree Acquirer – Brigade Hotel Ventures Limited
Acquirees – Brigade Enterprises Limited
Relationship of the Promoter or Our Company has acquired the hotel business undertaking of our Promoter, BEL, comprising its
Directors of our Company with the assets, properties, investments, debts, liabilities, legal proceedings, employees, trademarks, contracts
entities/persons from whom our and business licenses.
Company has acquired
Summarized Information about The fair equity value of BEL’s hotels business was valued by B.K. Ramadhyani & Co. LLP to be
Valuations ₹2,804.30 million, derived through calculation of book value of assets and liabilities of the hotels
business undertaking including under construction/development as of September 30, 2016 and via
discussions with the management of our Promoter. The approach employed was the net assets value
method, based upon net value arrived at after subtracting all liabilities of the enterprise from
aggregate value of its assets. The net value thereby arrived at is the book value of the hotels business
undertaking.
Effective date of transaction March 13, 2018
Our holding company
As on the date of this Red Herring Prospectus, Brigade Enterprises Limited is our holding company. For details in relation to our
holding company, see “Capital Structure” and “Our Promoter and Promoter Group” beginning on pages 94 and 248, respectively.
Our Subsidiary
As of the date of this Red Herring Prospectus, our Company has one subsidiary which is also our Material Subsidiary. The details
of our Subsidiary is provided below:
1. SRP Prosperita Hotel Ventures Limited (“SPHVL”)
226Corporate information
SPHVL was incorporated on September 20, 2012 as a public limited company under the Companies Act, 1956. Its corporate
identification number is U55101KA2012PLC099437. Its registered office is located at 29th Floor, World Trade Center, Brigade
Gateway Campus, 26/1, Dr. Rajkumar Road, Bengaluru 560 055, Karnataka, India.
Nature of business
SPHVL is engaged in the business of undertaking, owning and operating hotels. Holiday Inn Chennai OMR IT Expressway,
Chennai, Tamil Nadu is owned by SPHVL. For further details, see “Our Business – Immovable Properties” on page 214.
Capital structure
SPHVL’s authorised share capital is ₹ 400.00 million divided into 3,000,000 equity shares of face value ₹ 10 each, 3,400,000 series
A compulsorily convertible preference shares of ₹ 100 each and 300,000 series B compulsorily convertible preference shares of ₹
100 each. SPHVL’s issued, subscribed and paid-up share capital is ₹ 363.43 million divided into 403,220 equity shares, 3,294,000
series A compulsorily convertible preference shares and 300,000 series B compulsorily convertible preference shares each.
Shareholding
As of the date of this Red Herring Prospectus, the shareholding pattern of SPHVL is as follows:
Sr. No. Name of the shareholder Number of equity shares of face value ₹ 10 Percentage of the equity
each held
Shareholding (%)
1. Brigade Hotel Ventures Limited 201,611 50.00
2. Others* 201,609 50.00
Total 403,220 100.00
*‘Others’ constitutes 286 other shareholders.
Sr. Name of the shareholder Number of series A Percentage of series Number of series B Percentage of series
No. cumulative A cumulative cumulative B cumulative
compulsory compulsory compulsory compulsory
convertible convertible convertible convertible
preference shares of preference preference shares of preference
face value ₹ 100 each shareholding (%) face value ₹ 100 shareholding(%)
held each held
1. Brigade Hotel Ventures Limited 3,244,000 98 Nil Nil
2. Others* 50,000 2 300,000 100
3,294,000 100.00 300,000 100.00
*‘Others’ constitutes Subramanian Engineering Limited holding 50,000 series A cumulative compulsory convertible preference shares and 150,000 series B
cumulative compulsory convertible preference shares, and Brigade Enterprises Limited holding 150,000 series B cumulative compulsory convertible preference
shares.
Board of Directors:
The board of directors of SPHVL as on the date of this Red Herring Prospectus are as follows:
Sr. No. Name of the Director Designation
1. Vineet Verma Non-Executive Director
2. Nirupa Shankar Non-Executive Director
3. Badri Palaniappan Non-Executive Director
4. Visalakshi Ramanathan Non-Executive Director
5. Susan Mathew Independent Director
6. Bijou Kurien Independent Director
7. Sanjeev Sridharan Independent Director
227Brief Financial Information
The brief financial highlights for the Financial Years 2022-23, 2023-24 and 2024-25 of SPHVL as derived from the standalone
financial statements of its respective years are as follows:
(in ₹ million, unless stated otherwise)
Highlights Financial Year 2024-25 Financial Year 2023-24 Financial Year 2022-23
Revenue from operations 647.30 588.40 481.90
Profit for the year 69.40 125.40 15.10
Equity share capital 4.00 4.00 4.00
Basic earnings per equity share (in ₹) 1.91 3.45 0.42
Diluted earnings per equity share (in ₹) 1.91 3.45 0.42
Net worth* 531.70 462.20 336.50
Other equity@ 251.30 181.80 56.10
Net asset value# 614.70 545.20 419.50
Notes:
* Net Worth equates to the aggregate value of the paid-up share capital and all reserves created from profits, securities premium account, capital reserve,
revaluation reserve, general reserve and debit or credit balance of profit and loss account, following deduction of aggregate value of accumulated losses,
deferred expenditure and miscellaneous expenditure not written off, but does not include reserves created out of revaluation of assets, write back of
depreciation and amalgamations.
@ Other equity includes all reserves and accumulated profit/loss account.
# Net asset value is calculated as total assets minus total liabilities at the end of the relevant year.
Joint Ventures and Associate Entities
As on the date of this Red Herring Prospectus, our Company has no joint venture or associate companies.
Common pursuits between our Subsidiary and our Company
Our Subsidiary and our Company are in the same line of business. However, we do not perceive any conflict of interest with our
Subsidiary as our Subsidiary is controlled by us and services our customers in their respective geographies. For further details, see
“Our Business” beginning on page 188 and Risk Factors – 24. Our Company, Promoter, Subsidiary, entities forming part of our
Promoter Group, Group Companies and Directors may have conflicts of interest that may arise out of common business pursuits in
the ordinary course of business” on page 47.
Business interests in our Company
Other than the transactions disclosed in “Other Financial Information – Related Party Transactions” on page 321, our Subsidiary
has no business interests in our Company.
Other Confirmations
There are no accumulated profits or losses of our Subsidiary, which are not accounted for by our Company in our Restated
Consolidated Summary Statements.
While we purchase some material and procure some services through our Promoter, as mentioned in Other Financial Information
– Related Party Transactions” on page 321, there is no conflict of interest between the suppliers of raw materials and third-party
service providers (crucial for operations of our Company) and our Company, Promoter, Promoter Group, Key Managerial Personnel,
Directors and Subsidiary and its directors.
While there is no conflict of interest between the lessor of immovable properties (which are crucial to the operations of our
Company) and our Company, Promoter, Promoter Group, Key Managerial Personnel, Directors and Subsidiary and its directors,
our Company operates one hotel belonging to our Promoter which has been leased to our Company, and has leased land from one
Director of our Company for development of a hotel. For details, please see “Risk Factors – 21. Our Registered and Corporate
Office and some of our hotels are not located on land owned by us and we have only leasehold rights. In the event we lose or are
228unable to renew such leasehold rights, our business, financial condition results of operations and cash flows may be adversely
affected” on page 45.
The equity shares of our Subsidiary are not listed on any stock exchanges.
None of the securities of our Subsidiary have been refused listing by any stock exchange in India or abroad.
Shareholders’ agreements and other agreements
Key terms of subsisting shareholders’ agreements
As on the date of this Red Herring Prospectus, our Company does not have any subsisting shareholders’ agreements among our
Shareholders vis-a-vis our Company.
Key terms of material agreements
Except as disclosed below, as on the date of this Red Herring Prospectus, our Company has not entered into any material
agreements, other than in the ordinary course of its business:
Memorandum of Agreement dated October 21, 2024 (“MoA”) between our Company and BEL, our Promoter, for purchase of
land in Bengaluru
Our Company entered into a MoA with our Promoter pursuant to which our Company proposed to purchase land parcel comprising
of Survey Numbers 62, 63, 64/1, 65/1 and 65/2 in Kittaganahalli Village, Attibele Hobli, Anekal Taluk measuring 4,168.66 sq.
metres, which is equivalent to 1.03 acres, from our Promoter for construction of a hotel wing on the land parcel which will be
undertaken by our Company. The aggregate purchase consideration for the said land parcel in accordance with the MoA is ₹ 150.00
million. Upon receipt of the purchase consideration, our Promoter shall execute a sale deed favouring our Company in terms of the
MoA. . The aforesaid MoA was valid till March 31, 2025 and was subsequently extended by a letter of extension dated June 16,
2025. Our Company has paid an advance sale consideration of ₹ 15.00 million on the date of signing the agreement, with the
remaining amount due to be paid on execution and registration of the sale deed in favour of our Company. The construction of the
proposed hotel on the abovementioned land parcel is intended to be completed by Fiscal 2028, for which our Company has entered
into a non-binding memorandum of understanding with Marriott to develop the hotel under the ‘Fairfield by Marriott’ brand. Further,
our Company has entered into an operating agreement dated April 24, 2025 with Marriott Hotels India Private Limited for the
operations of the proposed hotel, which is valid for an initial term of 20 years from the year of opening of the proposed hotel. For
further details, see “Our Business – Our Strategies – Expand Operations by Developing New Hotels at Select Locations” on page
197.
Memorandum of Agreement dated October 21, 2024 (“MoA”) between our Company and Brigade Hospitality Services Limited
(“BHSL”), one of our Group Companies, for purchase of land in Kerala
Our Company entered into a MoA with BHSL, pursuant to which our Company proposed to purchase land parcel comprising of
Survey Numbers 1/3A/13, 1/3A/12, 1/3A/7, 1/3A, 1/3A/14, 14/1/2, 1/3A/1/4, 3/1A, 1/3A, 3/1, 1/3B/19, 1/3A/20, 1/3A/23, 1/3A,
1/5,1/4, 1/3A/1, 1/3C, 1/3B, 1/3A/22, 1/3B and 1/3A/22, Kulasekharamangalam Village, Vaikom, Kerala measuring 7.62 acres,
from BHSL for construction of a luxury wellness resort on the land parcel which will be undertaken by our Company. The aggregate
sale consideration for the said land parcel in accordance with the MoA is ₹ 76.20 million. Upon receipt of the purchase consideration,
BHSL shall execute a sale deed favouring our Company in terms of the MoA. Our Company has paid a sum of ₹ 7.62 million as
advance sale consideration on the date of signing the agreement, with the remaining amount due at the time of execution and
registration of the sale deed. The aforesaid MoA was valid till March 31, 2025 and was subsequently extended by a letter of extension
dated June 16, 2025. The construction of the luxury wellness resort on the abovementioned land parcel is proposed to be completed
by Fiscal 2029. Our Company has entered into a memorandum of understanding dated January 10, 2025 with Marriott Hotels India
Private Limited in this regard. For further details, see “Our Business – Our Strategies - Expand Operations by Developing New
Hotels at Select Locations” on page 197. Further, our Company has entered into an operating agreement dated April 24, 2025 with
Marriott Hotels India Private Limited for the operations of the proposed hotel, which is valid for an initial term of 20 years from the
year of opening of the proposed hotel.
Memorandum of agreement dated October 24, 2024 (“MoA”) between our Company and BEL, our Promoter for purchase of
undivided share in land in Telangana
Our Company entered into a MoA with our Promoter pursuant to which our Company propose to buy undivided share of 1.35 acres
(5,498 sq. metres) (“Scheduled Property”) which is approximately 23.76% out of the land admeasuring to 5.68 acres on which our
Promoter has proposed to develop a mall, commercial space and a hotel (“Commercial Block”) situated in Neopolis Layout II,
Survey Numbers 239 and 240 (Plot No. 8) of Kokapet Village, Gandipet Mandal, Rangareddy District, Telangana, India measuring
to 39,295.08 sq. metres, which is equivalent to 9.71 acres (“Land Parcel”) from our Promoter for construction of hotel which will
be undertaken by our Company. The aggregate purchase consideration for the said undivided share of Scheduled Property in
229accordance with the MoA is ₹ 1,101.48 million (“Purchase Consideration”) excluding stamp duty, registration and transfer charges
amounting to ₹83.71 million. The value of the undivided share in property was determined through an independent chartered
engineer’s valuation report dated October 24, 2024, issued by Er. Venkateshwarlu Jagini, Technocrats, Registered Valuers. Upon
receipt of the Purchase Consideration, our Promoter shall execute a sale deed in favour of our Company in terms of the MoA. Our
Company has paid ₹110.00 million out of the Purchase Consideration through internal accruals on the date of signing MoA, i.e.
October 24, 2024. In terms of the MoA and as on the date of the Draft Red Herring Prospectus, our outstanding liability towards
our Promoter is ₹991.48 million excluding stamp duty, registration and transfer charges amounting to ₹83.71 million, aggregating
to ₹1,075.19 million which is required to be paid by our Company at the time of execution and registration of the sale deed. We
propose to pay the outstanding liability to our Promoter and the stamp duty, registration and transfer charges by utilising an amount
of ₹1,075.19 million from the Net Proceeds. The aforesaid MoA was valid till March 31, 2025 and was subsequently extended by
a letter of extension dated June 16, 2025. We intend to utilise the entire amount earmarked of this object during Fiscal 2026. Our
Company intends to construct a hotel on the 31st to the 49th floor of the commercial building being constructed by our Promoter,
with an approximate area of 500,000 square feet. The construction of the commercial building commenced on August 1, 2024 and
the construction of the proposed hotel is contingent on the completion of the lower floors, which is expected to be completed
approximately by the end of Fiscal 2029. Further, our Promoter has entered into an agreement dated April 17, 2024 with IHG for
the operations of the proposed hotel, which is valid for an initial term of 20 years which shall be assigned to our Company upon the
purchase of the undivided share of 1.35 acres. For details, please see “Risk Factors – 8. A portion of the Net Proceeds may be
utilised for buying of undivided share in the land parcel owned by our Promoter for which we have not entered into definitive
agreements. Our Company proposes to construct a hotel on the undivided share of the land parcel, the construction and development
of which may face delays and thereby affect our business, results of operations, financial condition and cash flows” and “Objects
of Issue” on pages 37 and 104, respectively.
Trademark licensing agreement dated September 26, 2024 (“Trademark Licensing Agreement”) between our Company and
BEL, our Promoter
Pursuant to the Trademark Licencing Agreement, BEL has granted a non-exclusive, non-transferable, non-assignable and non-sub
licensable licence to use word and label “Brigade” (“Trademark”) of our Promoter in relation to the business of our Company as
part of our corporate name, domain name extension and on other corporate material in compliance with terms of the Trademark
Licencing Agreement (“License”). In consideration for the grant of the License, our Company shall be required to pay such royalties
to our Promoter as may be mutually agreed between our Company and our Promoter from time to time, in line with all applicable
statutory provisions including applicable tax and pricing statutory provisions. The Trademark Licencing Agreement shall be in
effect unless terminated earlier and either party may terminate the agreement in writing, if the non-terminating party commits a
breach in material obligations and does no cure such breach within 30 days from the date of receipt of notice from the non-defaulting
party. The Trademark Licencing Agreement shall terminate automatically if our Company ceases to be a group entity of our
Promoter or if our Promoter ceases to be in control of our Company. For more details, please see “Risk Factors – 20. We do not
own the “Brigade” trademark or the trademark to our logo. We have entered into a license agreement with our Promoter for the
usage of the “Brigade” trademark, and the trademark license agreement may be terminated under certain circumstances and we
may have to discontinue the use of our logo” on page 45.
Deed of absolute sale dated June 18, 2025 (“Sale Deed”) between our Company and TVS Mobility Private Limited (“TVS
Mobility”)
Pursuant to the Sale Deed, TVS Mobility has sold and alienated to our Company a land parcel situated at Ward No. 40,
Doddabidarakallu, NH4, Tumkur Road, Bengaluru Urban District, Bengaluru, Karnataka (“Tumkur Land Parcel”) with clear and
marketable title, free from all encumbrances, claims, tenancy, rights, demands, notice of any nature whatsoever. The Tumkur Land
Parcel admeasures approximately 2 acres and 9.7 guntas. Our Company has paid a consideration of ₹ 615.00 million, along with
stamp duty of ₹ 32.51 million and registration fees of ₹ 6.36 million, to TVS Mobility for the Tumkur Land Parcel. Also see, “Our
Business – Immovable Properties” on page 214.
Investment Agreement (“Investment Agreement”) dated July 2, 2025 between our Company, our Promoter and 360 ONE
Alternates Asset Management Limited (“360 ONE”) read with the Deed of Accession dated July 3, 2025 (“DoA”) executed by
360 ONE Special Opportunities Fund – Series 9, 360 ONE Special Opportunities Fund – Series 10, 360 ONE Special
Opportunities Fund – Series 11, 360 ONE Special Opportunities Fund – Series 12, 360 ONE Special Opportunities Fund –
Series 13, 360 ONE Large Value Fund – Series 2 (“Pre-IPO Placement Subscribers”)
Our Company entered into an Investment Agreement with our Promoter and 360 ONE, for financial investment of ₹ 1,260.00 million
into our Company through subscription of 14,000,000 Equity Shares of face value of ₹ 10 each of our Company, by certain schemes
which are managed and administered by 360 ONE (“Subscribers”). For further details, please see “Capital Structure – Notes to
Capital Structure – Share capital history of our Company – Equity share capital” on page 95.
230As per the terms of the Investment Agreement, our Company has undertaken to take all commercially reasonable efforts and steps
to consummate the Issue by August 10, 2025 (“Long Stop Date”) or such other date as may be mutually agreed in writing between
our Company and the Subscribers. In the event the Issue is not consummated by the Long Stop Date, the parties to the Investment
Agreement have agreed to amend the Investment Agreement to incorporate the mutual rights and obligations of the parties in relation
to our Company, as may be mutually agreed by the parties in writing.
Pursuant to the Investment Agreement, the Pre-IPO Placement Subscribers have entered into the DoA and thereby have made an
investment of ₹ 1,260.00 million into our Company by subscribing to 14,000,000 Equity Shares of face value of ₹ 10 each of our
Company. The Pre-IPO Placement Subscribers became bound by the terms and conditions of the Investment Agreement consequent
to entering into the DoA.
Significant financial and/or strategic partnerships
Our Company does not have any significant financial and/or strategic partnerships as on date of filing this Red Herring
Prospectus.
Other agreements
As on the date of filing this Red Herring Prospectus, none of our Key Managerial Personnel, Senior Management Personnel,
Directors, Promoter, or any other employee, either by themselves or on behalf of any other person, have entered into any agreement
with any shareholder or any third party with regard to compensation or profit-sharing in connection with dealings in the securities
of our Company.
Except as disclosed in “– Key terms of material agreements” on page 229, there are no other agreements / arrangements entered into
by our Company or clauses / covenants applicable to our Company which are material and which are required to be disclosed, or
the non-disclosure of which may have a bearing on the investment decision of prospective investors in the Issue.
As on the date of this Red Herring Prospectus, there are no other agreements/arrangements and clauses/covenants, to which our
Company or our Promoters or Shareholders are a party, which are material and which need to be disclosed in this Red Herring
Prospectus or non-disclosure of which may have bearing on the investment-decision in connection with the Issue. There are no other
clauses/covenants which are adverse/prejudicial to the interest of the minority/public shareholders of our Company. Further, there
are no other agreements, deed of assignments, shareholder agreements, inter-se agreements or agreements of like nature.
Agreements required under Clause 5A of paragraph A of part A of Schedule III of the SEBI Listing Regulations
As on the date of this Red Herring Prospectus, except as disclosed under “ - Shareholders’ agreements and other agreements” on
page 229, there are no other agreements required under Clause 5A of paragraph A of part A of Schedule III of the SEBI Listing
Regulations.
Furthermore, there are no agreements entered into by our Shareholders, Promoter, entities and persons forming part of the Promoter
Group, our related parties, Directors, Key Managerial Personnel or the employees of our Company, or Subsidiary, among themselves
or with our Company or with a third party, solely or jointly, which, either directly or indirectly or potentially or whose purpose and
effect is to, (a) impact the management or control of our Company, or (b) impose any restriction or create liability upon our
Company, whether or not our Company is party to such agreements, as required to be disclosed pursuant to Clause 5A of Paragraph
A of Part A of Schedule III of the SEBI Listing Regulations.
Details of guarantees given to third parties by Promoters offering Equity Shares in the Issue
The Issue consists of a fresh Issue only, and our Promoters are not selling any Equity Shares in the Issue.
Other Confirmations
There are no material covenants in any of the agreements (specifically related to primary and secondary transactions of securities
and financial arrangements), other than the ones already disclosed in this Red Herring Prospectus including as disclosed above in
“- Shareholders’ agreements and other agreements” on page 229.
231OUR MANAGEMENT
In terms of the Articles of Association, our Company is authorised to have not less than three and not more than 15 directors. As on
the date of this Red Herring Prospectus, our Board has seven Directors comprising a Managing Director, two Non-Executive and
Non-Independent Directors and four Independent Directors. As on the date of this Red Herring Prospectus, our Company has two
women Directors on our Board. The present composition of our Board and its committees is in accordance with the corporate
governance requirements provided under the Companies Act and the SEBI Listing Regulations.
Details regarding our Board as on the date of this Red Herring Prospectus are set forth below:
Sr. No Name, designation, period of directorship, term, address, Other Directorships
occupation, date of birth, DIN and age
1. 1. Nirupa Shankar Indian Companies:
Designation: Managing Director • Brigade (Gujarat) Projects Private Limited
• Brigade Enterprises Limited
Period of Directorship: Director since August 24, 2016
• Brigade Flexible Office Spaces Private Limited
Term: Five years with effect from October 5, 2024
• Brigade Hospitality Services Limited
Address: Shantiniketan, 15/3-1, Palace Road, Vasanth Nagar
• Brigade Infrastructure & Power Private Limited
Bangalore, Bangalore G.P.O, Bengaluru 560 001, Karnataka, India
• Mysore Holdings Private Limited
Occupation: Employment
• SRP Prosperita Hotel Ventures Limited
Date of Birth: October 31, 1982 • Venusta Ventures Private Limited
DIN: 02750342 • WTC Trades & Projects Private Limited
• Zoiros Projects Private Limited
Age: 42 years
2. 2. Amar Shivram Mysore Indian Companies:
Designation: Non-Executive and Non-Independent Director • Ananthay Properties Private Limited
• BCV Developers Private Limited
Period of Directorship: Director since April 12, 2021
• BCV Real Estates Private Limited
Term: Liable to retire by rotation
• Brigade Enterprises Limited
Address: 3009/2-3, 2nd Main, 18A Cross Shri Rasthu,
• Brigade Estates & Projects Private Limited
Banashankari Stage 2, Bidarahalli, Bengaluru 560 070, Karnataka,
India • Brigade Hospitality Services Limited
• Brigade Infrastructure & Power Private Limited
Occupation: Employment
• Brigade Tetrarch Private Limited
Date of Birth: June 21, 1979
• Tetrarch Developers Limited
DIN: 03218587
Age: 46
3. 3. Vineet Verma Indian Companies:
Designation: Non-Executive and Non-Independent Director • Augusta Club Private Limited
• Aerospace and Aviation Sector Skill Council
Period of Directorship: Director since August 24, 2016
• Brigade (Gujarat) Projects Private Limited
Term: Liable to retire by rotation
• Brigade Centre of Excellence & Skills Foundation
Address: L-1609, 16th Floor, Brigade Gateway, 26/1, Dr.
• Brigade Hospitality Services Limited
Rajkumar Road, Bengaluru 560 055, Karnataka, India
• Celebrations Private Limited
Occupation: Employment
• SRP Prosperita Hotel Ventures Limited
Date of Birth: September 25, 1959 • Tandem Allied Services Private Limited*
DIN: 06362115 • WTC Trades & Projects Private Limited
Age: 65 years
232Sr. No Name, designation, period of directorship, term, address, Other Directorships
occupation, date of birth, DIN and age
4. 4. Bijou Kurien Indian Companies:
Designation: Independent Director • IIFL Finance Limited
• Lenskart Solutions Limited
Period of Directorship: Director since March 28, 2024
• Lighthouse Learning Private Limited
Term: Five years with effect from March 28, 2024
• LTI Mindtree Limited
Address: 33/2 Vittal Mallya Road, Next to Shell Petrol, Bangalore
• Oceanic Rubber Works Private Limited
North, Bangalore 560 001, Karnataka, India
• Rapawalk Fashion Technologies Private Limited
Occupation: Service
• Renaissance Global Limited
Date of Birth: January 17, 1959 • Retailers Association of India
DIN: 01802995 • Sach Advisors Private Limited
• Shadowfax Technologies Limited
Age: 66
• SRP Prosperita Hotel Ventures Limited
• Stella Treads Private Limited
• Suguna Foods Private Limited
• Zenplus Private Limited
5. 5. Anup Sanmukh Shah Indian Companies:
Designation: Independent Director • Knowledge Realty Office Management Services Private
Limited (formerly known as Trinity Office Management
Period of Directorship: Director since March 28, 2024
Services Private Limited)
Term: Five years with effect from March 28, 2024
• Provident Housing Limited
Address: Villa A11, Epsilon Residences, Khata No • Puravankara Limited
326/370/4/39/34 Yemlur Main Road, Yemlur, Bangalore South,
Bengaluru, 560 037, Karnataka, India • Soujanya Family Foundation
• Stove Kraft Limited
Occupation: Professional
• Welspun One Investment Management Private Limited
Date of Birth: June 25, 1957
• Welspun One Private Limited
DIN: 00317300
Age: 68
6. 6. Jyoti Narang Indian Companies:
Designation: Independent Director • Avanamd Healthcare Private Limited
• Disha Medical Services Private Limited
Period of Directorship: Director since May 10, 2024
• EBSC Technologies Private Limited
Term: Five years with effect from May 10, 2024
• Edubridge Learning Private Limited
Address: C/O Ranjana Paul, 59 Hills and Dales, Undri, Off Nibm
• Emeritus Pharma Private Limited
Road, Undri, Pune City, Pune, 411 060 Maharashtra, India
• Heidelberg Cement India Limited
Occupation: Professional
• Himalia Prime Assets Private Limited
Date of Birth: February 15, 1958 • NAB Global Innovation Centre India Private Limited
DIN: 00351187
Age: 67
7. 7. Nakul Anand Indian Companies:
Designation: Independent Director • Paras Healthcare Limited
• Regen XP Private Limited
Period of Directorship: Director since October 5, 2024
233Sr. No Name, designation, period of directorship, term, address, Other Directorships
occupation, date of birth, DIN and age
Term: Five years with effect from October 5, 2024 • Tswl Orchestrating Service Private Limited
Address: C/O Dewan, Jagat Anand, 231, 1st Floor, House of Paree • Save Our Cultural Heritage Foundation
Mall Road, Vasant Kunj, South West Delhi, 110 070, Delhi, India
Occupation: Retired
Date of Birth: November 5, 1956
DIN: 00022279
Age: 68
*Pursuant to an order dated June 18, 2025 of the National Company Law Tribunal, Bengaluru Bench (“NCLT Order”), the amalgamation of Tandem Allied Services
Private Limited (an erstwhile member of the Promoter Group) into WTC Trades & Projects Private Limited with effect from April 1, 2023 was approved. The same
will become effective on filing of the NCLT Order with the Registrar of Companies, Karnataka at Bengaluru and its subsequent approval by them. WTC Trades &
Projects Private Limited is under the process of filing the NCLT Order with the Registrar of Companies, Karnataka at Bengaluru. Accordingly, upon the
aforementioned filing and approval, Tandem Allied Services Private Limited will stand dissolved.
Brief biographies of Directors
Nirupa Shankar is the Managing Director of our Company. She holds a bachelor’s degree in arts from the University of Virginia
and a master’s degree of management in hospitality from the Cornell University, Cornell-Nanyang Institute of Hospitality
Management. She has been associated with the Brigade group since 2009 and has been a director on the boards of SRP Prosperita
Hotel Ventures Limited since 2012, Brigade Hospitality Services Limited since 2013 and Brigade Enterprises Limited since 2018.
She has also previously worked in a multinational company in the United States as a senior. She has more than 15 years of experience
in the hospitality sector and supervises Brigade group’s hospitality, office and retail ventures, human resources, public relations and
innovation departments.
Amar Shivram Mysore is a Non-Executive and Non-Independent Director of our Company. He holds a bachelor’s degree in
industrial engineering and management from the Bangalore University and a master’s degree in science with advanced study in
industrial engineering from the Pennsylvania State University, United States of America. He has been associated with the Brigade
group since 2008, having more than 12 years of experience across the engineering and management sectors. He was previously
chief executive officer of Brigade Infrastructure & Power Private Limited and vice president at BCV Developers Private Limited.
Vineet Verma is a Non-Executive and Non-Independent Director of our Company. He holds a bachelor’s degree in science from
the University of Calcutta, India. He joined the Brigade group in 2006 as chief executive officer of Brigade Hospitality Services
Limited. He is the managing director of WTC Trades & Projects Private Limited, which provides facility management services. He
has completed the executive programme for strategic marketing for hotels and restaurants from the Indian School of Business. He
was also associated with Bengal Ambuja Metro Development Limited as the chief executive officer. Previously, he also served as
the secretary and chief executive officer of the Royal Calcutta Turf Club and has more than 30 years of experience across the fields
of hospitality and retail business.
Bijou Kurien is an Independent Director of our Company. He holds a bachelor’s degree in science from St. Joseph’s College,
Bangalore, Karnataka and a postgraduate diploma in business management from Xavier Labour Relations Institute, Jamshedpur,
Jharkhand. He has more than 40 years of experience across the management and retail/lifestyle sectors. He has previously appointed
to grade III management in Hindustan Lever Limited, and worked with Titan Company Limited as regional manager of Calcutta.
He was also associated with Reliance Industries as the chief executive of lifestyle business at Reliance Retail.
Anup Sanmukh Shah is an Independent Director of our Company. He holds a bachelor’s degree in commerce and a bachelor’s
degree in law, each from the University of Bombay. He is an advocate enrolled with the Karnataka State Bar Council since 1981.
He has more than 40 years of experience in the legal profession and has established a multi-practice full-service law firm called
ASLF Law Offices, specialising in property, real-estate, civil, litigation and commercial law for which he was associated as the
founding and managing partner.
Jyoti Narang is an Independent Director of our Company. She holds a bachelor’s degree in economics (honours) from the Lady
Shri Ram College for Women, the University of Delhi and a master’s degree in business administration from the University of
Delhi. She has also completed the advanced management programme from the Harvard Business School. She has more than 30
years of experience in the hospitality sector and has previously worked with Indian Hotels Company Limited, a Tata enterprise, as
chief operating officer.
Nakul Anand is an Independent Director of our Company. He holds a bachelor of arts (honours) degree from University of Delhi,
and graduate management qualification degree from Bond University, Australia. He has more than 40 years of experience in hotel
management sector and has previously worked with ITC Limited. He is also a recipient of the ‘Corporate Hotelier of the World’
234award in 2019, in the capacity of executive director of ITC Limited by Hotels, LLC, USA, a global publication service in the hotel
industry. He is also the recipient of the ‘Lifetime Achievement Award’ bestowed by the Hotel Investment Conference-South Asia,
in 2022.
Relationship between our Directors
Other than as disclosed below, there is no family relationship between any of our Directors or any of our Directors, Key Managerial
Personnel or Senior Management Personnel:
Nirupa Shankar and Amar Shivram Mysore are cousins.
Confirmations
None of our Directors are, or were, a director of any listed company, during the five years immediately preceding the date of this
Red Herring Prospectus, whose shares have been or were suspended from being traded on any stock exchange during the term of
their directorship in such company.
None of our Directors are or were a director of any listed company which has been or was delisted from any stock exchange during
the term of their directorship in such company.
None of our Directors have been identified as Wilful Defaulters or Fraudulent Borrowers by any bank or financial institution or
consortium, in accordance with the applicable guidelines issued by the Reserve Bank of India.
None of our Directors have been declared Fugitive Economic Offenders under Section 12 of the Fugitive Economic Offenders Act,
2018.
None of our Directors are directors or promoters of any other company which is debarred from accessing or operating in capital
markets under any order or direction passed by SEBI or any other regulatory or governmental authority.
Other than Bijou Kurien who was on the board of a company that was voluntarily struck-off under Section 248(2) of the Companies
Act, none of our Directors are or have been on the board of directors of any company that was or has been directed by any registrar
of companies to be struck off from the rolls of such registrar of companies under Section 248 of the Companies Act.
There is no conflict of interest between any of our Directors and the suppliers of raw materials or third-party service providers,
which are crucial for the operations of our Company.
There is no conflict of interest between any of our Directors and lessors of the immovable properties, which are crucial for the
operations of our Company.
Terms of appointment of our Directors
Remuneration to our Managing Director
The details of the remuneration our Managing Director is entitled to receive, pursuant to the resolution passed by our Board dated
October 5, 2024, is set forth below.
Name of our Director Annual remuneration
Nirupa Shankar Gross remuneration by way of commission up to ₹10,000,000 or 2%
of net profits, whichever is higher, based on the performance of our
Company.
Nirupa Shankar was not paid any remuneration in the Financial Year 2025.
Remuneration to our Non- Executive and Non-Independent Directors and Independent Directors
No remuneration had been fixed for our Non-Executive and Non-Independent Directors for the Financial Year 2025.
None of our Non-Executive and Non-Independent Directors were paid any sitting fees or compensation in Financial Year 2025.
Remuneration to our Independent Directors
Pursuant to a resolution dated March 28, 2024 passed by our Board, our Independent Directors are each entitled to receive a sitting
fee of ₹100,000 per meeting for attending the Board meetings, ₹100,000 per meeting for attending Independent Directors meeting,
₹75,000 per meeting for attending for Audit Committee meeting, and ₹50,000 per meeting for attending for other committee
meetings.
235Other than as disclosed below, our Independent Directors were not paid any sitting fees or compensation in Financial Year 2025.
(in ₹ million)
S. No. Name of Director Sitting fees
1. Anup Sanmukh Shah 1.30
2. Bijou Kurien 1.60
3. Jyoti Narang 1.50
4. Nakul Anand 0.80
Remuneration paid or payable to our Directors by our Subsidiary
Other than as disclosed below, our Directors have not been paid any remuneration by our Subsidiary, including contingent or
deferred compensation accrued for the year during Financial Year 2025, as on the date of this Red Herring Prospectus.
(in ₹ million)
S. No. Name of Director Sitting fees
1. Bijou Kurien 0.03
Payment or benefit to our Directors
There is no contingent or deferred compensation payable to any of our Directors which accrued in Financial Year 2025.
Arrangement or understanding with major Shareholders, customers, suppliers or others
There is no arrangement or understanding with our Shareholder, customers, suppliers or others, pursuant to which any of our
Directors have been appointed on the Board.
Service contracts with Directors
None of our Directors have entered into a service contract with our Company pursuant to which they are entitled to any benefits
upon termination of employment.
Bonus or profit-sharing plan for Directors
None of our Directors are party to any bonus or profit-sharing plan of our Company.
Shareholding of Directors in our Company
S. No. Name Number of Equity Percentage of the Percentage of the
Shares of face value pre-Issue Equity post-Issue Equity
₹10 each Share capital* (%) Share capital (%)
1. Nirupa Shankar* 50* Negligible [●]
2. Vineet Verma* 50* Negligible [●]
Total 100 Negligible [●]
* Beneficial interest on such Equity Shares is with BEL.
Our Articles of Association do not require our Directors to hold any qualification shares
Interests of Directors
Our Directors may be deemed to be interested to the extent of the remuneration (including sitting fees and commission, as applicable)
and reimbursement of expenses, paid or payable to them by our Company under our Articles of Association and their terms of
appointment and/or by our Subsidiary, and to the extent of any remuneration paid to them for services rendered as an officer or
employee of our Company appointment and/or by our Subsidiary. For details, see “-Terms of appointment of our Directors” on
page 235.
Except for Nirupa Shankar, our Managing Director, and Vineet Verma, our Non-Executive and Non-Independent Director both of
whom are the initial subscribers to the memorandum of association of the Company, none of our Directors have any interests in the
promotion or formation of our Company.
Our Directors may be interested in any transactions entered into by our Company or Subsidiary in the ordinary course of business
with companies or firms, including our Promoter and/or our Subsidiary, in which our Directors hold directorships or are otherwise
interested. For details of such transactions, see “Other Financial Information - Related Party Transactions” on page 321.
236No consideration in cash or shares or otherwise has been paid or agreed to be paid to any of our Directors or to the firms or
companies, in which they are interested as members by any person either to induce them to become or help them qualify as a
Director, or otherwise for services rendered by them or by the firm or company in which they are interested, in connection with the
promotion or formation of our Company.
Except as stated below, none of our Directors have any interest in any property acquired or proposed to be acquired of our Company
or by our Company.
1. Nirupa Shankar co-owns the land parcel at Udayagiri situated near Bangalore International Airport Limited, which is leased to
our Company for the development of a hotel project. For further details please see “Our Business – Immovable Properties” on
page 214;
2. Nirupa Shankar and Amar Shivram Mysore are also interested by virtue of their directorship, shareholding or otherwise in BEL,
our Promoter, which has interests in properties proposed to be acquired by our Company. For further details please see “Objects
of the Issue - Payment of consideration for buying of Undivided Share of Land from our Promoter, BEL”, “Our Business –
Immovable Properties” and “Other Financial Information - Related Party Transactions.” on pages 116, 214, and 321,
respectively; and
3. Nirupa Shankar, Amar Shivram Mysore and Vineet Verma are interested by virtue of their directorship, shareholding or
otherwise in Brigade Hospitality Services Limited, one of our Group Companies and a member of our Promoter Group, which
has interests in properties proposed to be acquired by our Company. For further details please see “Our Business – Immovable
Properties” on page 214.
For further details, please see “Risk Factors – 24. Our Company, Promoter, Subsidiary, entities forming part of our Promoter
Group, Group Companies and Directors may have conflicts of interest that may arise out of common business pursuits in the
ordinary course of business” on page 47.
No loans have been availed by our Directors from our Company.
Changes in our Board in the last three years
Details of the changes in our Board in the last three years are set forth below:
Name Date of change Reason for change in our Board
Amar Shivram Mysore November 3, 2022 Re-designated as a non-executive director in the professional category
Anup Sanmukh Shah March 28, 2024 Appointed as an additional non-executive Independent Director
Bijou Kurien March 28, 2024 Appointed as an additional non-executive Independent Director
Anup Sanmukh Shah May 10, 2024 Re-designated as a non-executive Independent Director
Bijou Kurien May 10, 2024 Re-designated as a non-executive Independent Director
Jyoti Narang May 10, 2024 Appointed as an additional non-executive Independent Director
Jyoti Narang August 2, 2024 Re-designated as a non-executive Independent Director
Nirupa Shankar October 5, 2024 Re-designated as Managing Director
Nakul Anand October 5, 2024 Appointed as an additional Independent Director
Nakul Anand October 14, 2024 Re-designated as Independent Director
Borrowing powers of our Board
Pursuant to a resolution passed by our Board on October 31, 2017, and our Shareholders on November 28, 2017, our Board is
authorised to borrow such sum or sums of money or monies for the purposes of the business of our Company as may be required
from time to time, on such terms and conditions as our Board may think fit, which together with the monies already borrowed by
our Company, provided that the total amount of money/ monies so borrowed by our Board shall not at any time exceed the limit of
₹20 billion which may be borrowed in one or more than one tranches.
Corporate governance
The provisions relating to corporate governance prescribed under the SEBI Listing Regulations will be applicable to us immediately
upon listing of the Equity Shares on the Stock Exchanges. We are in compliance with the requirements of corporate governance
with respect to composition of our Board and constitution of the committees of our Board, including the Audit Committee,
Nomination and Remuneration Committee, Stakeholders’ Relationship Committee and Risk Management Committee by our
Company and formulation and adoption of policies, as prescribed under the SEBI Listing Regulations.
Our Board has been constituted in compliance with the Companies Act and the SEBI Listing Regulations.
As on the date of this Red Herring Prospectus, our Board has seven Directors comprising one Managing Director, two Non-
237Executive and Non-Independent Directors, and four Independent Directors of which one is a woman director. In compliance with
Section 152 of the Companies Act, 2013, not less than two thirds of the Directors (excluding Independent Directors) are liable to
retire by rotation.
Committees of the Board
The Board of Directors functions either as a full board or through various committees constituted to oversee specific operational
areas. In addition to the committees detailed below, our Board of Directors may, from time to time constitute other committees for
various functions as may be required.
Details of the committees as on the date of this Red Herring Prospectus are set forth below.
Audit Committee
The members of the Audit Committee are:
S. No. Name Designation Committee Designation
1. Bijou Kurien Independent Director Chairperson
2. Anup Sanmukh Shah Independent Director Member
3. Jyoti Narang Independent Director Member
4. Nakul Anand Independent Director Member
5. Vineet Verma Non-Executive and Non-Independent Director Member
The Audit Committee was constituted at a meeting of our Board held on April 23, 2019, and last reconstituted at a meeting of our
Board held on October 5, 2024. The scope and functions of the Audit Committee are in accordance with Section 177 of the
Companies Act, 2013 and Regulation 18 of the SEBI Listing Regulations and its terms of reference as stipulated pursuant to a
resolution dated April 23, 2019 and last amended by way of resolution dated October 5, 2024 passed by our Board are set forth
below:
(a) Oversight of our Company’s financial reporting process and the disclosure of its financial information to ensure that the
financial statements are correct, sufficient and credible;
(b) Recommendation to the Board for appointment, replacement, reappointment, remuneration and terms of appointment of
auditors of our Company;
(c) Approval of payment to statutory auditors for any other services rendered by the statutory auditors;
(d) Reviewing, with the management, the annual financial statements and auditor's report thereon before submission to the Board
for approval, with particular reference to:
i. matters required to be included in the director’s responsibility statement to be included in the board’s report in terms of
clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013;
ii. changes, if any, in accounting policies and practices and reasons for the same;
iii. major accounting entries involving estimates based on the exercise of judgment by management;
iv. significant adjustments made in the financial statements arising out of audit findings;
v. compliance with listing and other legal requirements relating to financial statements;
vi. disclosure of any related party transactions; and
vii. modified opinion(s) in the draft audit report.
(e) Reviewing, with the management, the quarterly financial statements before submission to the Board for approval;
(f) Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue, rights
issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offer document /
prospectus / notice and the report submitted by the monitoring agency monitoring the utilisation of proceeds of a public or
rights issue or preferential issue or qualified institutions placement, and making appropriate recommendations to the board to
take up steps in this matter;
(g) Reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit process;
238(h) Approval or any subsequent modification of transactions of the Company with related parties:
i. recommend criteria for omnibus approval or any changes to the criteria for approval of the Board;
ii. make omnibus approval for related party transactions proposed to be entered into by the Company for every financial year
as per the criteria approved;
iii. review of transactions pursuant to omnibus approval;
iv. make recommendation to the Board, where Audit Committee does not approve transactions other than the transactions falling
under Section 188 of the Companies Act, 2013
Provided that only those members of the Audit Committee, who are independent directors, shall approve the related party
transactions.
(i) Scrutiny of inter-corporate loans and investments;
(j) Valuation of undertakings or assets of the Company, wherever it is necessary;
(k) Evaluation of internal financial controls and risk management systems;
(l) Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal control systems;
(m) Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department, staffing and
seniority of the official heading the department, reporting structure coverage and frequency of internal audit;
(n) Discussion with internal auditors of any significant findings and follow up thereon;
(o) Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspected fraud or
irregularity or a failure of internal control systems of a material nature and reporting the matter to the Board;
(p) Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit
discussion to ascertain any area of concern;
(q) To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders (in case of
non-payment of declared dividends) and creditors;
(r) To review the functioning of the whistle blower mechanism;
(s) Approval of appointment of chief financial officer after assessing the qualifications, experience and background, etc. of the
candidate;
(t) Carrying out any other function as is mentioned in the terms of reference of the audit committee;
(u) Reviewing the utilization of loans and/ or advances from/investment by the holding company in the subsidiary exceeding ₹100
crore or 10% of the asset size of the subsidiary, whichever is lower including existing loans / advances / investments existing
as per applicable law;
(v) Considering and commenting on rationale, cost-benefits and impact of schemes involving merger, demerger, amalgamation
etc., on the Company and its shareholders.
(w) Monitoring the end use of funds raised through public offers and related matters.
(x) Carrying out any other functions and roles as provided under the Companies Act, the SEBI Listing Regulations, SEBI ICDR
Regulations, each as amended and other applicable laws or by any regulatory authority and performing such other functions
as may be necessary or appropriate for the performance of its duties;
(y) Reviewing of key performance indicators; and
(z) To carry out such other functions as may be specifically referred to the Audit Committee by the Board and/or other committees
of directors of the Company.
The Audit Committee shall mandatorily review the following information:
239(a) Management discussion and analysis of financial condition and results of operations;
(b) Management letters / letters of internal control weaknesses issued by the statutory auditors;
(c) Internal audit reports relating to internal control weaknesses; and
(d) The appointment, removal and terms of remuneration of the chief internal auditor shall be subject to review by the audit
committee;
(e) Statement of deviations as and when becomes applicable:
i. quarterly statement of deviation(s) including report of monitoring agency, if applicable, submitted to stock exchange(s)
in terms of the SEBI Listing Regulations; and
ii. annual statement of funds utilized for purposes other than those stated in the document/prospectus/notice in terms of the
SEBI Listing Regulations.
(f) Such information as may be prescribed under the Companies Act, and the rules thereunder, SEBI ICDR Regulations and the
SEBI Listing Regulations, each as amended.
Nomination and Remuneration Committee
The members of the Nomination and Remuneration Committee are:
S. No. Name of director Board Designation Committee Designation
1. Anup Sanmukh Shah Independent Director Chairperson
2. Bijou Kurien Independent Director Member
3. Nakul Anand Independent Director Member
4. Amar Shivram Mysore Non-Executive and Non-Independent Member
Director
The Nomination and Remuneration Committee was constituted at a meeting of our Board held on April 23, 2019 as a compensation
committee and last reconstituted at a meeting of our Board held on October 5, 2024 .The scope and functions of the Nomination
and Remuneration Committee are in accordance with Section 178 of the Companies Act and Regulation 19 of the SEBI Listing
Regulations and its terms of reference as stipulated pursuant to a resolution dated April 23, 2019 and amended by way of resolution
dated October 5, 2024 passed by our Board are set forth below:
(a) Formulating the criteria for determining qualifications, positive attributes and independence of a director and recommending
to the Board a policy relating to the remuneration of the directors, key managerial personnel and other employees. The
Nomination and Remuneration Committee, while formulating the above policy, should ensure that:
i. the level and composition of remuneration be reasonable and sufficient to attract, retain and motivate directors of the
quality required to run the Company successfully;
ii. Relationship of remuneration to performance is clear and meets appropriate performance benchmarks; and
iii. Remuneration to directors, key managerial personnel and senior management involves a balance between fixed and
incentive pay reflecting short and long term performance objectives appropriate to the working of the Company and its
goals.
(b) For every appointment of an independent director, the Nomination and Remuneration Committee shall evaluate the balance of
skills, knowledge and experience on the Board and on the basis of such evaluation, prepare a description of the role and
capabilities required of an independent director. The person recommended to the Board for appointment as an independent
director shall have the capabilities identified in such description. For the purpose of identifying suitable candidates, the
committee may:
i. use the services of an external agencies if required.
ii. consider candidates from a wide range of backgrounds, having due regard to diversity; and
iii. consider the time commitments of the candidates.
(c) Formulating the criteria for evaluation of performance of independent directors and the Board;
240(d) Devising a policy on Board diversity;
(e) Identifying persons who qualify to become directors of the Company and who may be appointed in senior management in
accordance with the criteria laid down, and recommend to the Board their appointment and removal;
(f) Determining whether to extend or continue the term of appointment of the independent director, on the basis of the report of
performance evaluation of independent directors;
(g) Recommend to the Board, all remuneration, in whatever form, payable to senior management;
(h) Administering, monitoring and formulating the detailed terms and conditions of the employee stock option scheme(s) of the
Company; and
(i) Carrying out any other functions as may be required/mandated and/or delegated by the Board as per the provisions of the
Companies Act, SEBI Listing Regulations, uniform listing agreements and/or any other applicable laws or by any regulatory
authority and performing such other functions as may be necessary or appropriate for the performance of its duties.
Stakeholders’ Relationship Committee
The members of the Stakeholders’ Relationship Committee are:
S. No. Name of director Board Designation Committee Designation
1. Vineet Verma Non-Executive and Non-Independent Chairperson
Director
2. Nirupa Shankar Managing Director Member
3. Anup Sanmukh Shah Independent Director Member
4. Jyoti Narang Independent Director Member
The Stakeholders’ Relationship Committee was constituted at a meeting of our Board held on October 5, 2024. The scope and
functions of the Stakeholders’ Relationship Committee are in accordance with Section 178 of the Companies Act, 2013 and
Regulation 20 of the SEBI Listing Regulations and its terms of reference as stipulated pursuant to a resolution dated October 5,
2024 passed by our Board are set forth below:
(a) To consider and resolve the grievances of the security holders of the Company including complaints related to
transfer/transmission of shares, non-receipt of annual report, non-receipt of declared dividends/interest, issue of new/duplicate
certificates, general meetings etc. and assisting with quarterly reporting of such complaints;
(b) To review measures taken for effective exercise of voting rights by shareholders;
(c) To review adherence to the service standards adopted by the Company in respect of various services being rendered by the
Registrar & Share Transfer Agent;
(d) To review the various measures and initiatives taken by the Company for reducing the quantum of unclaimed dividends and
ensuring timely receipt of dividend warrants/annual reports/statutory notices by the shareholders of the Company;
(e) Carrying our any other functions as may be required/mandated and/or delegated by the Board as per the provisions of the
Companies Act, SEBI Listing Regulations, uniform listing agreements and/or any other applicable laws or by any statutory
authority and performing such other functions as may be necessary or appropriate for the performance of its duties.
Risk Management Committee
The members of the Risk Management Committee are:
S. No. Name of director Board Designation Committee Designation
1. Amar Shivram Mysore Non-Executive and Non-Independent Chairperson
Director
2. Nirupa Shankar Managing Director Member
3. Bijou Kurien Independent Director Member
4. Jyoti Narang Independent Director Member
5. Nakul Anand Independent Director Member
The Risk Management Committee was constituted at a meeting of our Board held on October 5, 2024. The scope and functions of
241the Risk Management Committee are in accordance with Regulation 21 of the SEBI Listing Regulations and its terms of reference
as stipulated pursuant to a resolution dated October 5, 2024 passed by our Board are set forth below:
(a) To formulate a detailed Risk Management Policy, which shall include:
i. a framework for identification of internal and external risks specifically faced by the listed entity, in particular including
financial, operational, sectoral, sustainability (particularly, ESG related risks), information, cyber security risks or any
other risk as may be determined by the Committee;
ii. measures for risk mitigation including systems and processes for internal control of identified risks; and
iii. business continuity plan
(b) To ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks associated with the
business of the Company;
(c) To monitor and oversee implementation of the risk management policy, including evaluating the adequacy of risk management
systems;
(d) To periodically review the risk management policy, at least once in two years, including by considering the changing industry
dynamics and evolving complexity;
(e) To keep the Board of Directors informed about the nature and content of its discussions, recommendations and actions to be
taken;
(f) The appointment, removal and terms of remuneration of the chief risk officer (if any) shall be subject to review by the Risk
Management Committee;
(g) To decide the risk tolerance limits and assess the costs and benefits associated with risk exposure.
(h) To formulate and implement a fraud monitoring policy for effective deterrence, prevention, detection and mitigation of fraud.
(i) To review the solvency position of the Company on a regular basis; and
(j) Carrying out any other functions as may be required/mandated and/or delegated by the Board as per the provisions of the
Companies Act, SEBI Listing Regulations, uniform listing agreements and/or any other applicable laws or by any regulatory
authority and performing such other functions as may be necessary or appropriate for the performance of its duties.
Corporate Social Responsibility Committee
The members of the Corporate Social Responsibility Committee are:
S. No. Name of director Board Designation Committee Designation
1. Nirupa Shankar Managing Director Chairperson
2. Amar Shivram Mysore Non-Executive and Non-Independent Member
Director
3. Jyoti Narang Independent Director Member
4. Nakul Anand Independent Director Member
The Corporate Social Responsibility Committee was constituted at a meeting of our Board held on October 5, 2024. The scope and
functions of the Corporate Social Responsibility Committee are in accordance with section 135 of the Companies Act, 2013 and its
terms of reference as stipulated pursuant to resolution dated October 5, 2024 passed by our Board are set forth below:
a) Formulate and recommend to the Board, a “Corporate Social Responsibility” policy which shall indicate the activities to be
undertaken by the Company as specified in Schedule VII of the Companies Act, 2013, as amended;
b) Recommend the amount of expenditure to be incurred on the activities referred to in clause (a);
c) To formulate and recommend to the Board an annual action plan in pursuance to the Corporate Social Responsibility Policy,
which shall include the following, namely:
i. The list of Corporate Social Responsibility projects or programmes that are approved to be undertaken in areas or
subjects specified in the Schedule VII of the Companies Act, 2013;
242ii. The manner of execution of such projects or programmes as specified in Rule 4 of the Companies (Corporate Social
Responsibility Policy) Rules, 2014;
iii. The modalities of utilisation of funds and implementation schedules for the projects or programmes;
iv. Monitoring and reporting mechanism for projects or programmes; and
v. Details of need and impact assessment, if any, for the projects undertaken by the company.
Provided that the board may alter such plan at any time during the financial year, as per the recommendations of the Corporate
Social Responsibility, based on the reasonable justification to that effect.
d) Monitor the corporate social responsbibility policy of the Company and its implementation from time to time; and
e) Any other matter as the Corporate Social Responsibility Committee may deem appropriate after approval of the Board or as
may be directed by the Board from time to time and/or as may be required under applicbale law, as and when amended from
time to time.
243Management Organisation Structure
244Key Managerial Personnel
In addition to Nirupa Shankar, Managing Director, whose details are provided in “Our Management -Brief biographies of our
Directors” on page 234, the details of our other Key Managerial Personnel, as on the date of this Red Herring Prospectus, are
set out below:
Ananda Natarajan is the Chief Financial Officer of our Company. He holds a bachelor’s degree in science from Thiagarajar
College, a master’s in commerce from Madurai Kamaraj University, and a master’s degree in business administration (financial
management) from the Annamalai University, Madurai, Tamil Nadu. He has completed the executive education programme in
finance from the Indian Institute of Management, Kozhikode and a senior management programme from the Indian Institute of
Management, Ahmedabad. He has previously worked with the Welcom Group, Sterling Holiday Resorts (India) Limited,
Golden Lands Resorts (a unit of Prashanth Hotels Private Limited), Harsha Hotel and Convention Centre and Alex Resorts &
Hotels Private Limited. He joined the Brigade Group in 2008 and was appointed as the Chief Financial Officer of our Company
with effect from March 30, 2019. He heads financial operations of the hospitality and oversees facility management. During
Financial Year 2025, he received a gross remuneration of ₹ 3.64 million.
Akanksha Bijawat is the Company Secretary and Compliance Officer of our Company. She is also an associate with the
Institute of Company Secretaries of India. She holds a bachelor’s degree in commerce from Maharshi Dayanand Saraswati
University, Ajmer, Rajasthan. She has several years of experience in secretarial and corporate matters and has previously
worked with Wendt (India) Limited as company secretary and with Timbor Home Limited as company secretary and
compliance officer. She has been associated with the Brigade group for over five years and was appointed as the Company
Secretary on October 1, 2024 and Compliance Officer of our Company on October 19, 2024. During Financial Year 2025, she
received a gross remuneration of ₹ 2.24 million.
Senior Management Personnel
In addition to Ananda Natarajan, the Chief Financial Officer of our Company and Akanksha Bijawat, the Company Secretary
and Compliance Officer of our Company, whose details are provided in “Our Management – Key Managerial Personnel” on
page 245, the details of our other Senior Management Personnel in terms of the SEBI ICDR Regulations, as of the date of this
Red Herring Prospectus are set forth below:
Arindam Mukherjee is the president of engineering in hospitality of our Company. He has been associated with the Brigade
group since 2009. He holds a bachelor’s degree in technology (with honours) in civil engineering from Indian Institute of
Technology, Kharagpur, West Bengal. He has previously worked with Archetype India Projects Private Limited as executive
director of projects and with Indian Hotels Company Limited as general manager of projects. Key functions in our Company
include being responsible for overall budgeting, design management, and construction delivery of hotels, as well as appointment
of consultants. He joined our Company as the President of engineering in hospitality on October 1, 2024. During Financial Year
2025, he received a gross remuneration of ₹ 6.93 million.
Manoj Agarwal is the chief operating officer- hospitality of our Company. He has passed an examinaton for his bachelor’s
degree in commerce (honours) from Kirori Mal College, Delhi and has passed an examination for his bachelor’s degree in law
from Chaudhary Charan Singh University, Meerut, Uttar Pradesh. Further, he was admitted as an associate and awarded the
certificate of membership of the Institute of Chartered Accountants of India in 2002. He was previously associated with Deloitte
Haskins & Sells as an assistant manager (business advisory and assurance services division), with InterGlobe Hotels Private
Limited as the vice president - asset management and with Bridge Capital Advisors Private Limited (formerly, Bridge Capital
Realty Private Limited) as the vice president. He joined our Company as the chief operating officer of hospitality on November
7, 2024. During Financial Year 2025, he received a gross remuneration of ₹ 4.45 million.
Relationship between our Key Managerial Personnel and Senior Management Personnel
None of our Key Managerial Personnel or Senior Management Personnel are related to each other.
Status of Key Managerial Personnel and Senior Management Personnel
All our Key Managerial Personnel and Senior Management Personnel are permanent employees of our Company.
Bonus or profit-sharing plans for our Key Managerial Personnel and Senior Management Personnel
None of our Key Managerial Personnel or Senior Management Personnel are party to any bonus or profit-sharing plan of our
Company.
Shareholding of Key Managerial Personnel and Senior Management Personnel in our Company
Except Nirupa Shankar, our Managing Director, who holds 50 Equity Shares of face value of ₹ 10 each in our Company, whose
245beneficial interest is with BEL, none of our Key Managerial Personnel or Senior Management Personnel hold any Equity Shares
in our Company.
Changes in our Key Managerial Personnel and Senior Management Personnel in the three immediately preceding years
Details of the changes in our Key Managerial Personnel and Senior Management Personnel in the last three years are set forth
below:
Name Date of change Reason for change in Key Managerial Personnel and Senior Managerial
Personnel
Niddhi Parekh April 8, 2023 Resigned as company secretary
P. Shivaleela Reddy June 1, 2023 Appointed as company secretary
Arindam Mukherjee January 25, 2024 Resignation as manager
Rayan Aranha January 26, 2024 Appointment as manager
P. Shivaleela Reddy August 9, 2024 Resigned as company secretary
Rayan Aranha October 4, 2024 Resignation as manager
Akanksha Bijawat October 1, 2024 Appointed as company secretary
Arindam Mukherjee October 1, 2024 Appointed as president of engineering- hospitality
Akanksha Bijawat October 19, 2024 Appointed as compliance officer
Rayan Aranha November 7, 2024 Appointment of Manoj Agarwal as chief operating officer – hospitality,
replacing Rayan Aranha as the functional head
Manoj Agarwal November 7, 2024 Appointed as chief operating officer – hospitality
Arrangements and understanding with major shareholders, customers, suppliers or others
None of our Key Managerial Personnel or Senior Management Personnel have been appointed or selected as a Key Managerial
Personnel or Senior Management Personnel pursuant to any arrangement or understanding with our major shareholders,
customers, suppliers or others.
Conflict of interest
None of our Key Managerial Personnel or Senior Management Personnel have any conflict of interest with the suppliers of raw
materials or third party service providers, crucial for operations of our Company.
None of our Key Managerial Personnel or Senior Management Personnel have any conflict of interest with any lessor of the
immovable properties, crucial for operations of our Company.
Contingent and deferred compensation payable to our Key Managerial Personnel and Senior Management Personnel
There is no contingent or deferred compensation payable to any of our Key Managerial Personnel or Senior Management
Personnel which accrued in Financial Year 2025.
Payment of non-salary related benefits to Key Managerial Personnel and Senior Management Personnel of our
Company
No amount or benefit has been paid or given to any Key Managerial Personnel or Senior Management Personnel of our
Company within the two years preceding the date of filing of this Red Herring Prospectus or is intended to be paid or given,
other than in the ordinary course of their employment.
Payment or benefit to officers of our Company
Except statutory entitlements for benefits upon termination of their employment in our Company or retirement, no officer of
our Company, including Key Managerial Personnel, Senior Management Personnel, is entitled to any benefits upon termination
of employment under any service contract entered into with our Company.
Other than as disclosed in the “Summary of the Issue Document -Summary of Related Party Transactions” on page 25, no
amount or benefits in kind has been paid or given, in the two years preceding the date of this Red Herring Prospectus, or is
intended to be paid or given to any of our Company’s officers including the Key Managerial Personnel and Senior Management
Personnel except remuneration and reimbursements for services rendered as Directors, officers or employees of our Company.
246Employee stock option plan, employee stock purchase plan and stock appreciation rights
As on the date of this Red Herring Prospectus, our Company does not have any employee stock option schemes or stock
appreciation rights.
Interest of Key Managerial Personnel and Senior Management Personnel
Except Nirupa Shankar, none of the Key Managerial Personnel or Senior Management Personnel of our Company have any
interests in our Company except to the extent of the remuneration or benefits to which they are entitled to as per their terms of
appointment and reimbursement of expenses incurred by them during the ordinary course of business.
Except Nirupa Shankar, none of our Key Managerial Personnel or Senior Management Personnel have any interest in any
property acquired or proposed to be acquired of our Company or by the Company or in any transaction by our Company for
acquisition of land, construction of building or supply of machinery. For further details, please see “ - Interests of Directors.”
No loans have been availed by our Key Management Personnel or Senior Management Personnel from our Company as on the
date of this Red Herring Prospectus.
247OUR PROMOTER AND PROMOTER GROUP
Our Promoter
As on date of this Red Herring Prospectus, BEL is the Promoter of our Company.
As on the date of this Red Herring Prospectus, BEL holds 281,430,000* Equity Shares of face value ₹10 each in our Company,
representing 95.26 % of the pre-Issue issued, subscribed and paid-up Equity Share capital of our Company. For further details,
see “Capital Structure – History of the Share Capital held by our Promoter - Build-up of the Equity shareholding of our
Promoter in our Company”, on page 98.
*Includes 50 Equity Shares of face value ₹ 10 each, each held by Mysore Ramachandrasetty Jaishankar, Nirupa Shankar, Vineet Verma, Pradyumna
Krishnakumar, Suresh Yadwad and Pavitra Shankar wherein the beneficial interest on such Equity Shares is with BEL.
Details of our Promoter
Corporate information
BEL was incorporated as Brigade Enterprises Limited on November 8, 1995 at Bengaluru, Karnataka, as a public limited
company under the Companies Act, 1956, pursuant to a certificate of incorporation issued by the Registrar of Companies,
Karnataka at Bengaluru. The corporate identification number of BEL is L85110KA1995PLC019126. BEL commenced its
operations as a partnership firm on May 29, 1990 under the name and style of Brigade Enterprises. BEL was registered as a
private limited company under Part IX of the Companies Act, 1956 on November 8, 1995 with the name Brigade Enterprises
Private Limited. BEL was then converted into a public limited company on June 20, 2007 with the name Brigade Enterprises
Limited and received a fresh certificate of incorporation consequent upon change in status on July 20, 2007 from the Registrar
of Companies, Karnataka.
The registered office of BEL is located at 29th and 30th Floor, World Trade Center, 26/1, Brigade Gateway, Dr. Rajkumar Road,
Malleswaram – Rajajinagar, Bengaluru 560 055, Karnataka, India.
BEL is a listed company having its equity shares listed on BSE and NSE with effect from December 31, 2007.
Nature of business
BEL is engaged in the business of real estate development, leasing and hospitality. There have been no changes to the primary
business activities undertaken by BEL.
Board of directors
The board of directors of BEL as on the date of this Red Herring Prospectus are as follows:
Sr. Name of the Director Designation
No.
1. Mysore Ramachandrasetty Jaishankar Whole-time director and executive chairperson
2. Pavitra Shankar Managing director and executive director
3. Nirupa Shankar Joint managing director and executive director
4. Amar Shivram Mysore Whole-time and executive director
5. Roshin Mathew Whole-time and executive director
6. Pradyumna Krishna Kumar Whole-time and executive director
7. Lakshmi Venkatachalam Independent director
8. Pradeep Kumar Panja Independent director
9. Venkatesh Panchapagesan Independent director
10. Velloor Venkatakrishnan Ranganathan Independent director
11. Abraham George Stephanos Independent director
12. Padmaja Chunduru Independent director
248Shareholding Pattern
The shareholding pattern of BEL as of March 31, 2025 as disclosed to the Stock Exchanges, is as provided below:
Categor Category Number of Number of fully Number of Number Total number of Shareholding as Number of voting Total as a Number of Equity Sub-categorization of
y (I) of shareholders paid-up equity partly-paid of Equity equity shares held a % of total rights % of total Shares held in shares
sharehold (III) shares h eld (IV) up equity Shares (VII) = number of voting dematerialized form Shareholding (no. of
er ( II) shares held underlyin (IV)+(V )+(VI) shares right shares) under
(V) g (calculated as Sub Sub Sub
depository per SCRR, CategorCategorCategor
receipts 1957) y I y II y III
(VI) As a % of equity equity equity
(A+B+C2) shares shares shares
(A) Promoter 10 100,542,777 - - 100,542,777 41.14 100,542,777 41.14 100,542,777 - - -
and
promoter
group
(B) Public 127,998 143,831,827 - - 143,831,827 58.86 143,831,827 58.86 143,831,659 - - -
(C) Non- - - - - - - - - - - - -
promoter
– non
public
(C1) Shares - - - - - - - - - - - -
underlyin
g
depository
receipts
(C2) Shares - - - - - - - - - - - -
held by
employee
trusts
Total 128,008 244,374,604 - - 244,374,604 100.00 244,374,604 100.00 244,374,436 - - -
249Details of change in control
There has been no change in the control of BEL in the last three years preceding the date of this Red Herring Prospectus.
Promoters of BEL
The promoters of BEL are Mysore Ramachandrasetty Jaishankar and Githa Shankar.
Our Company confirms that the permanent account number, bank account number(s), company registration number and the
address of the registrar of companies where BEL is registered shall be submitted to the Stock Exchanges, at the time of filing
of this Red Herring Prospectus.
Change in the control of our Company
There has been no change in the control of our Company during the last five years preceding the date of this Red Herring
Prospectus.
For details in relation to the shareholding of our Promoter and changes in the shareholding of our Promoter, including in the
five years preceding the date of this Red Herring Prospectus, see “Capital Structure” on page 94.
Interests of our Promoter
Our Promoter is interested in our Company to the extent (i) that it is the promoter of our Company; (ii) of its shareholding in
our Company; including the dividends payable thereon, if any; (iii) of payment of purchase consideration to be paid by our
Company for buying undivided share in the land parcel, Neopolis Layout II, Survey Numbers 239 and 240 (Plot No. 8) of
Kokapet Village, Gandipet Mandal, Rangareddy District, Telangana, India which is part of one of the objects of the Issue; (iv)
any other distributions in respect of the Equity Shares held by it in our Company, from time to time, and (v) payment of purchase
consideration to be paid by our Company for buying land parcel for development of hotel property at Bommasandra Industrial
area, Near Hosur, Bengaluru in Karnataka. For details of the shareholding of our Promoter in our Company, see “Capital
Structure – History of the share capital held by our Promoter – (a) Build-up of the Equity shareholding of our Promoter in our
Company” on page 98. Additionally, our Promoter may be interested in transactions entered into by our Company with other
entities (i) in which our Promoter holds shares; or (ii) which are controlled by our Promoter. For further details of interest of
our Promoter in our Company, see “Other Financial Information - Related Party Transactions” on page 321.
No sum has been paid or agreed to be paid to our Promoter or to the firms or companies in which our Promoter is interested as
members in cash or shares or otherwise by any person, either to induce it to become or to qualify it, as director or promoter or
otherwise for services rendered by our Promoter or by such firms or companies in connection with the promotion or formation
of our Company.
Relationship of Promoter with any entity from whom the Company has acquired or proposes to acquire land
Except as stated below, our Promoter has no relationship with any entity from whom our Company has acquired or proposed
to acquire land in the last five years.
1. Our Company has entered into a memorandum of agreement dated October 21, 2024, read with letter of extension dated
June 16, 2025, for acquisition of land measuring 7.62 acres from a member of our Promoter Group, Brigade Hospitality
Services Limited, in Vaikom, Kerala.
Interest in property, land, construction of building and supply of machinery
Except as disclosed under “ – Interests of our Promoter”, “ – Relationship of Promoter with any entity from whom the Company
has acquired or proposes to acquire land” on page 250 and “Objects of the Issue” on page 105, our Promoter has no interest in
any property acquired by our Company during the three years immediately preceding the date of this Red Herring Prospectus
or proposed to be acquired by our Company, or in any transaction by our Company for acquisition of land, construction of
building or supply of machinery.
Payment or benefits to Promoter or our Promoter Group
Except as disclosed in “Other Financial Information – Related Party Transactions” on page 321 and except disclosed under “-
Interests of our Promoter” and “Objects of the Issue” on pages 250 and 105, respectively, no amount or benefit has been paid
or given to our Promoter, or any of the members of the Promoter Group during the two years preceding the filing of this Red
Herring Prospectus nor is there any intention to pay or give any amount or benefit to our Promoter or any of the members of
the Promoter Group.
250Material guarantees given by our Promoter to third parties with respect to the Equity Shares of our Company
Our Promoter has not given any material guarantee to any third party with respect to the Equity Shares of our Company as on
the date of this Red Herring Prospectus.
Companies and firms with which our Promoter has disassociated in the last three years
Our Promoter has not disassociated itself from any company or firm in the three years immediately preceding the date of this
Red Herring Prospectus.
Other ventures of our Promoters
Other than as disclosed in “ – Promoter Group” on page 251, our Promoter is not involved in any other venture.
Other confirmations
Our Promoter and members of our Promoter Group have not been declared as Wilful Defaulters or Fraudulent Borrowers by
any bank or financial institution or consortium thereof, in accordance with the guidelines on Wilful Defaulters or Fraudulent
Borrowers issued by Reserve Bank of India.
Our Promoter has not been declared as Fugitive Economic Offender under the Fugitive Economic Offenders Act, 2018.
Our Promoter and members of our Promoter Group have not been prohibited or debarred from accessing the capital markets or
debarred from buying, selling or dealing in securities under any order or direction passed by SEBI or any other securities market
regulator or any other authority, court or tribunal inside and outside India.
Our Promoter is not and has not been a promoter or director of any other company which is debarred from accessing or operating
in capital markets under any order or direction passed by SEBI or any other regulatory or governmental authority.
There is no conflict of interest between our Promoter or members of our Promoter Group and the suppliers of raw materials and
third-party service providers, which are crucial for the operations of our Company.
There is no conflict of interest between our Promoter or members of our Promoter Group and lessors of the immovable
properties, which are crucial for the operations of our Company.
Our Promoter Group
In addition to our Promoter, the following entities constitute our Promoter Group in terms of Regulation 2(1)(pp) of the SEBI
ICDR Regulations, which excludes the Subsidiary of our Company.
1. Ananthay Properties Private Limited;
2. Augusta Club Private Limited;
3. Auraterra Developers LLP;
4. BCV Developers Private Limited;
5. BCV Real Estates Private Limited;
6. Brigade (Gujarat) Projects Private Limited;
7. Brigade Estates & Projects Private Limited;
8. Brigade Flexible Office Spaces Private Limited;
9. Brigade Hospitality Services Limited;
10. Brigade HRC LLP;
11. Brigade Infrastructure and Power Private Limited;
25112. Brigade Innovations LLP;
13. Brigade Properties Private Limited;
14. Brigade Tetrarch Private Limited;
15. Celebrations Private Limited;
16. Mysore Projects Private Limited;
17. Perungudi Real Estates Private Limited;
18. Propel Capital Ventures LLP;
19. Tetrarch Developers Limited;
20. Tetrarch Real Estates Private Limited;
21. Venusta Ventures Private Limited;
22. Vibrancy Real Estates Private Limited;
23. WTC Trades & Projects Private Limited*; and
24. Zoiros Projects Private Limited.
*Pursuant to an order dated June 18, 2025 of the National Company Law Tribunal, Bengaluru Bench (“NCLT Order”), the
amalgamation of Tandem Allied Services Private Limited (an erstwhile member of the Promoter Group) into WTC Trades &
Projects Private Limited with effect from April 1, 2023 was approved. The same will become effective on filing of the NCLT
Order with the Registrar of Companies, Karnataka at Bengaluru and its subsequent approval by them. WTC Trades & Projects
Private Limited is under the process of filing the NCLT Order with the Registrar of Companies, Karnataka at Bengaluru.
Accordingly, upon the aforementioned filing and approval, Tandem Allied Services Private Limited will stand dissolved and
will cease to be a member of the Promoter Group.
252DIVIDEND POLICY
The declaration and payment of dividends on our Equity Shares, if any, will be recommended by the Board of Directors and
approved by our Shareholders, at their discretion, subject to the provisions of the Articles of Association and other applicable
law, including the Companies Act read with the rules notified thereunder, each as amended. The dividend distribution policy
of our Company was adopted and approved by our Board in their meeting held on October 5, 2024 (“Dividend Distribution
Policy”).
In terms of the Dividend Distribution Policy, the declaration and payment of dividend, if any, will depend on a number of
internal factors including, inter alia, profits earned and available for distribution during the financial year, accumulated reserves
including retained earnings, mandatory transfer of profits earned to specific reserves, such as debenture redemption reserve,
past dividend trends such as rate of dividend, EPS and payout ratio, liquidity and return ratios, future capital expenditure
requirement of our Company, capital restructuring, debt reduction, capitalisation of shares, crystallization of contingent
liabilities of our Company, current and projected cash balance and Company’s working capital requirements, covenants in loan
agreements, debt servicing obligations and debt maturity profile, and any other significant developments that require cash
investments. The external factors on the basis of which our Company may declare dividends include, inter alia, any significant
changes in macro-economic environment affecting India or the geographies in which our Company operates or the business of
our Company or its clients, any political, taxation and regulatory changes in the geographies in which our Company operates,
any significant change in the business or technological environment resulting in our Company making significant investments
to effect the necessary changes to its business model, sense of shareholders expectations, and any changes in the competitive
environment requiring significant investment.
No dividend on Equity Shares has been paid by our Company since April 1, 2022 till the date of this Red Herring Prospectus.
Our Company shall pay dividends, if declared, to the Shareholders in accordance with the provisions of the Companies Act, the
Articles of Association and provisions of the SEBI Listing Regulations and other applicable laws. Our Company may pay
dividend by cheque, electronic clearance service, as will be approved by our Board in the future. Our Company may also, from
time to time, pay interim dividends.
There is no guarantee that any dividends will be declared or paid in the future. Future dividends, if any, shall depend on various
factors such as revenues, profits, cash flow, financial condition, contractual restrictions, and capital requirements of our
Company and regulatory requirements. Additionally, restrictive covenants under the loans or financing arrangements that our
Company has availed or may avail in the future or enter into to finance our fund requirements for our business activities may
impact our ability to pay dividends. For further details, see “Risk Factors – Risks relating to the Equity Shares and this Issue”
on page 76.
253SECTION V: FINANCIAL INFORMATION
RESTATED CONSOLIDATED SUMMARY STATEMENTS
(The remainder of this page has intentionally been left blank)
254IndependentAuditors'ExaminationReport on the restated consolidated summary statements of assets and liabilities as atMarch 31,
2025, March 31, 2024 and March 31, 2023, restated consolidated summary statement of profits and losses (including other
comprehensive income), restated consolidated summary statement of cash flows and restated consolidated summary statement of
changes in equityforeach of the years endedMarch 31, 2025,March 31,2024andMarch 31,2023,summary statement ofmaterial
accounting policies and other explanatory informationofBrigade Hotel VenturesLimited(collectively, the "Restated Consolidated
SummaryStatements")
The Board of Directors
Brigade HotelVentures Limited
29th& 30thfloors, World Trade Center, Brigade Gateway Campus,
Dr. Rajkumar Road, Malleswaram-Rajajinagar, Bangalore-560055
Dear Sirs:
1. We have examined the attachedRestated ConsolidatedSummary StatementsofBrigade HotelVentures Limited(the “Company”) and its
subsidiary(the Companytogether withits subsidiaryhereinafterreferredtoas “the Group”) annexed to this report and prepared by the
Company for the purpose of inclusion in the Red Herring Prospectusand Prospectus(collectivelythe“OfferDocuments”) in connection
with its proposed Initial Public Offerof equity shares(“IPO”). The Restated ConsolidatedSummary Statements, which have been approved
by the Board of Directors of the Companyat their meeting held onJuly 07, 2025, have been prepared in accordance with the requirements
of:
a) Section 26 of Part I of Chapter III of the Companies Act 2013 (the "Act");
b) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018, as amended ("ICDR
Regulations");
c) The Guidance Note on Reports in Company Prospectuses(Revised 2019)issued by the Institute of Chartered Accountants of India
(“ICAI”), (the “Guidance Note”); and
d) E-mail dated May 20, 2024 received fromBook Running Lead Managers (“BRLMs”), which confirms that the Company should
prepare financial statements in accordance with Indian Accounting Standards (Ind AS)and that these financial statements are required
for all the three years including stub period, based on email dated October 28, 2021 from Securities and Exchange Board of India
(“SEBI”) to Association of Investment Bankers of India (“SEBI Letter”).
Management's Responsibility for theRestated ConsolidatedSummary Statements
2. The preparation of theRestated ConsolidatedSummary Statements, which are to be included in theOffer Documentsis the responsibility
of the Management of the Company. The Restated ConsolidatedSummary Statementshave been prepared by the Management of the
Company on the basis of preparation, as stated in note 2(a) to the Restated Consolidated Summary Statements. The Management's
responsibility includes designing, implementing and maintaining adequate internal control relevant to the preparation and presentation of
theRestated ConsolidatedSummary Statements. The Management is also responsible for identifying and ensuring that theGroupcomplies
with theAct,ICDR Regulations,the Guidance Noteand the SEBILetter.
Auditors' Responsibilities
3. We have examined suchRestated ConsolidatedSummary Statementstaking into consideration:
a) The terms of reference and terms of our engagement agreed with you vide our engagement letter datedApril 02, 2024, requesting us
to carry out the assignment, in connection with the proposed IPOof theCompany;
b) E-mail dated May 20, 2024 received from Book Running Lead Managers (“BRLMs”), which confirms that the Company should
prepare financial statements in accordance with Indian Accounting Standards (Ind AS) and that these financial statements arerequired
for all the three years including stub period, based on email dated October 28, 2021 from Securities and Exchange Board of India
(“SEBI”) to Association of Investment Bankers of India (“SEBI Letter”).
c) The Guidance Note.The Guidance Note also requires that we comply with ethical requirements of the Code of Ethics Issued by ICAI;
d) Concepts of test checks and materiality to obtain reasonable assurance based on the verification of evidence supporting theRestated
ConsolidatedSummary Statements; and
e) The requirements of Section 26 of the Act and the ICDR Regulations.
Our work was performed solely to assist you in meeting your responsibilities in relation to your compliance with the Act andthe ICDR
Regulations in connection with theproposedIPO.
Restated ConsolidatedSummary Statements
4. TheseRestated ConsolidatedSummary Statementshave been compiled by the management of the Company from:
a) Audited consolidated financial statements of the Group as at and for theyearendedMarch 31, 2025prepared in accordance with the
Indian Accounting Standard (Ind AS) as prescribed under Section 133 of the Act read with Companies (Indian Accounting
Standards) Rules 2015, as amended and other accounting principles generally accepted in India, along with the presentation
requirements of Division II of Schedule III to the Companies Act, 2013 (Ind-AS compliant Schedule III), as applicable,which have
been approved by the Board of Directors at their meeting held onApril 18, 2025.
255b) Audited consolidated financial statements of the Group as at and for the year ended March 31, 2024, which were prepared in
accordance with the Indian Accounting Standard(referred to as “Ind AS”)as prescribedunder Section 133 of the Actread with
Companies (Indian Accounting Standards) Rules 2015, as amendedand other accounting principles generally accepted in India,
along with the presentation requirements of Division II of Schedule III to the Companies Act, 2013 (Ind-AS compliant Schedule
III), as applicable,which have been approved by the Board of Directors at their meeting held onMay 21, 2024.
c) Audited special purpose consolidated financial statements of the Group as at and for the year ended March 31, 2023,which were
prepared by the Company after taking into the consideration the requirements of the SEBI Letterwhich confirms that the Company
should prepare these financial statements in accordance with Indian Accounting Standards (Ind AS)and were approved by the Board
of Directors at their meeting held onMay 21, 2024.
Auditors Report
5. For the purpose of our examination, we have relied on:
a) Auditors’ report issued by us, datedApril 18, 2025on the consolidated financial statements of the Group as at and for theyearended
March 31, 2025as referred in Paragraph 4(a) above.
b) Auditors’ report issued by us, datedMay 21, 2024on theconsolidated financial statements of theGroupas at and for the year ended
March 31,2024as referred in Paragraph4(b) above.
c) Auditors' reports issued by us, dated May 21, 2024 on thespecial purposeconsolidated financial statements of the Group as at and
for the year ended March 31, 2023as referred inParagraph 4(c) above.
d) We did not audit the financial statements ofasubsidiarywhose financial statements reflect total assets, total revenues and net cash
inflows / (outflows)as tabulated belowand included in the Restated ConsolidatedSummary Statements:
(Rupees Millions)
As at and for the Total assets Total revenue Net cash inflow/
period/year ended of subsidiary of subsidiary (outflow) of subsidiary
March 31, 2025 1,313.40 652.70 21.80
March 31, 2024 1,390.60 592.50 (14.70)
March 31, 2023 1,354.20 523.50 (6.80)
These financial statements have been audited by other firm of Chartered Accountants, as listed below, whose reports have been
furnished to us and our opinion in so far as it relates to the amounts included in the financial statements referred to inParagraphs4(a),
4(b)and4(c) above, respectively,are based solely on the report ofsuchother auditors.
S. no. Name of Entity Relationship Name of the Audit Firm Period covered
1 SRP Prosperita Subsidiary Brahmayya & Co. YearsendedMarch 31, 2025,March 31,
Hotel Ventures 2024andMarch 31, 2023
Limited
6. (a)The audit report on consolidated financial statementsof the Groupas at andfor theyearendedMarch 31, 2025referred to in paragraph
5(a) above included emphasis of matter which did not require any corrections (included in Annexure VI in the attached Restated
Consolidated Summary Statements).
(b) The audit report on consolidated financial statements of the Group as at and for the year ended March 31, 2024 referred to in paragraph
5(b) above included emphasis of matter which did not require any corrections (included in Annexure VI in the attached Restated
Consolidated Summary Statements).
(c)The audit report on consolidated financial statements of the Group as at and for the yearsendedMarch 31, 2025 andMarch 31, 2024
referred to in paragraphs 5(a) and5(b) aboveincludedthe followingunder section Other Legal and Regulatory Requirements:
i. qualifications on matters included in our report on the Companies (Auditor’s Report) Order, 2020issued by the Central Government
of India in terms of sub section (11) of section 143 of the Act which did not require any corrections (included in AnnexureVIin the
attached RestatedConsolidatedSummary Statements).
ii. modifications relating to the maintenance of books of account and other matters connected therewith(included in AnnexureVIin
the attached Restated Consolidated Summary Statements).
(d) The audit report on special purpose consolidated financial statements of the Group as at and for the year ended March 31, 2023 referred
to in paragraph 5(c) above included emphasis of matterswhich did not require any corrections (included in AnnexureVIin the attached
Restated Consolidated Summary Statements).
7. In respect ofexaminationperformed by OtherAuditors:
Theaudits of the Company’s subsidiaryfor the financial yearsendedMarch 31, 2025,March 31,2024andMarch 31, 2023was conducted
by Other Auditors and accordingly reliance has been placed on the restated statement of assets and liabilities and therestated statements
of profit and loss (including other comprehensive income), restated statements ofcash flow andrestated statements ofchanges in equity,
the summary statement ofmaterialaccounting policies, and other explanatory information (the“RestatedSummary Statements”) examined
by them for the saidyears.Our opinion on the Restated Consolidated Summary Statements, in so far as it relates to the amounts and
disclosures included in respect of thesubsidiary, is based solely on the examination reports of the Other Auditors.The Other Auditors have
confirmed that the RestatedSummary Statements:
256i. have been prepared after incorporating adjustments for the changes in accounting policies, material errors and
regrouping/reclassifications retrospectively in the financial years endedMarch 31, 2024andMarch 31,2023to reflect the same
accounting treatment as per the accounting policies and grouping/classifications followedas at andfor theyearendedMarch 31,
2025;
ii. does not contain any qualifications requiring adjustments;and
iii. have been prepared in accordance with the Act, ICDR Regulations and theGuidance Note.
8. Based on our examination and according to the information and explanations given to us and also as per the reliance placed on the
examination report submitted bytheOther Auditoras at and for theyears endedMarch 31, 2025,March 31, 2024andMarch 31,2023in
respect of the Company’ssubsidiary, we report thattheRestated ConsolidatedSummary Statements:
i. have been prepared after incorporating adjustments for the changes in accounting policies, material errors and
regrouping/reclassifications retrospectively in the financial years endedMarch 31, 2024andMarch 31, 2023to reflect the same
accounting treatment as per the accounting policies and grouping/classifications followed as at and for theyearendedMarch 31,
2025;
ii. there are no qualifications in the auditors' reports on the consolidated financial statements of theGroupas atand for the yearsended
March 31, 2025 andMarch 31,2024 and thespecial purposeconsolidated financial statements of theGroupas atand for the year
endedMarch 31, 2023,which require any adjustments to theRestated ConsolidatedSummary Statements;
However, items relating to emphasis of matter, as referred to in paragraph 6(a), 6(b) and 6(d) above and those
qualifications/modificationsoncertainmatters includedunder section Other Legal and Regulatory Requirements, as referred to in
paragraph6(c) above, which do not require any corrective adjustments in the RestatedConsolidated SummaryStatements, have
been disclosed in AnnexureVIto the RestatedConsolidatedSummary Statements; and
iii. have been prepared in accordance with the Act, ICDR Regulations,the Guidance Noteand the SEBI Letter.
9. We have not audited any financial statements of the Group as of any date or for any period subsequent toMarch 31, 2025. Accordingly,
we express no opinion on the financial position, results of operations, cash flows and statement of changes in equity of theGroup as of any
date or for any period subsequent toMarch 31, 2025.
10. This report should not in any way be construed as a reissuance or re-dating of any of the previous audit reports issued by us, nor should
this report be construed as a new opinion on any of the financial statements referred to herein.
11. TheRestatedConsolidatedSummary Statementsdo not reflect the effects of events that occurredsubsequent to theconsolidatedfinancial
statements mentioned in paragraph4(a)above.
12. We have no responsibility to update our report for events and circumstances occurring after the date ofthereport.
13. Our report is intended solely for use of the Board of Directors for inclusion in theOffer Documentsto be filed with Securities and Exchange
Board of India, National Stock Exchange of India Limited,BSE LimitedandRegistrar of Companies,Karnataka,India,in connection with
the proposed IPO. Our report should not be used, referred to, or distributed for any other purpose.Accordingly, we do not accept or assume
any liability or any duty of care for any other purpose or to any other person to whom this report is shown or into whose hands it may
come.
For S.R. Batliboi & Associates LLP
Chartered Accountants
ICAI Firm registration number: 101049W/E300004
per Sudhir Kumar Jain
Partner
Membership number: 213157
UDIN: 25213157BMNZEQ3949
Place: Bengaluru
Date:July 07,2025
257Brigade Hotel Ventures Limited - - -
CIN: U74999KA2016PLC095986
Annexure I
Restated Consolidated Summary Statement of Assets and Liabilities
All amounts in Rupees Millions, except as otherwise stated
Annexure
V March 31, 2025 March 31, 2024 March 31, 2023
Notes
ASSETS
Non-current assets
Property, plant and equipment 3.1 7,296.90 6,508.20 6,267.40
Capital work in progress 4 202.70 716.80 293.90
Intangible assets 3.2 18.10 8.80 13.20
Financial assets
Investments 5 0.60 0.60 0.60
Other non-current financial assets 6 120.50 105.20 83.10
Deferred tax assets (net) 7.1 574.30 781.60 791.20
Other non-current assets 8 277.80 15.40 13.70
Current tax assets (net) 7.3 105.60 55.50 45.00
Total Non-current assets 8,596.50 8,192.10 7,508.10
Current assets
Inventories 9 67.10 59.10 43.60
Financial assets
Trade receivables 10 230.10 217.60 206.90
Cash and cash equivalents 11.1 107.70 79.80 77.60
Bank balances other than cash and cash equivalents 11.2 115.90 122.80 232.50
Other current financial assets 6 97.50 28.70 21.10
Other current assets 8 260.90 167.70 316.90
Total Current assets 879.20 675.70 898.60
Total Assets 9,475.70 8,867.80 8,406.70
EQUITY AND LIABILITIES
Equity
Equity share capital 12.1 2,814.30 10.00 10.00
Instruments entirely equity in nature 12.2 15.00 2,819.30 2,819.30
Other equity 13.1 (1,960.50) (2,158.90) (2,408.20)
Equity attributable to equity holders of the parent 868.80 670.40 421.10
Non-controlling interests 13.2 154.50 119.70 56.90
Total Equity 1,023.30 790.10 478.00
Liabilities
Non-current liabilities
Financial liabilities
Borrowings 14 4,933.90 5,491.30 5,010.50
Lease liabilities 28 1,393.70 1,183.40 675.20
Other non-current financial liabilities 15 3.40 20.90 20.60
Other non-current liabilities 17 86.20 87.80 89.40
Non-current provisions 16 15.50 10.90 8.80
Total Non-current liabilities 6,432.70 6,794.30 5,804.50
Current liabilities
Financial liabilities
Borrowings 14 1,239.30 520.60 1,314.50
Lease liabilities 28 8.30 - -
Trade payables 18
- Total outstanding dues of micro enterprises and small enterprises 27.40 13.60 9.50
- Total outstanding dues of creditors other than micro enterprises 353.80 259.70 305.00
and small enterprises
Other current financial liabilities 15 233.20 310.40 329.20
Other current liabilities 17 138.50 164.80 155.70
Current provisions 16 19.20 14.30 10.30
Total Current liabilities 2,019.70 1,283.40 2,124.20
Total Equity and Liabilities 9,475.70 8,867.80 8,406.70
The above Statement should be read with the Annexure V - Material Accounting Policies and Other ExplanatoryNotes toRestated Consolidated Summary
Statements and Annexure VI - Statement of Restatement Adjustments made in Restated Consolidated Summary Statements.
As per our report of even date attached
For S.R. Batliboi & Associates LLP For and on behalf of the Board of Directors of
Chartered Accountants Brigade Hotel Ventures Limited
ICAI Firm registration number: 101049W/E300004 CIN: U74999KA2016PLC095986
Nirupa Shankar Vineet Verma
perSudhir Kumar Jain Managing Director Director
Partner DIN: 02750342 DIN: 06362115
Membership no.: 213157
Place: Bengaluru Ananda Natarajan Akanksha Bijawat
Date: July 07, 2025 Chief Financial Officer Company Secretary
258Brigade Hotel Ventures Limited
CIN: U74999KA2016PLC095986
Annexure II
Restated Consolidated Summary Statement of Profit and Loss
All amounts in Rupees Millions, except as otherwise stated
Annexure V
March 31, 2025 March 31, 2024 March 31, 2023
Notes
Income
Revenue from operations 19 4,682.50 4,017.00 3,502.20
Other income 20 24.30 31.50 61.90
Total income (i) 4,706.80 4,048.50 3,564.10
Expenses
Cost of materials consumed 21 447.60 403.40 350.80
Employee benefits expense 22 863.10 762.60 633.10
Depreciation and amortization expenses 23 498.00 436.40 493.50
Finance costs 24 725.60 688.90 691.70
Other expenses 25 1,727.40 1,436.40 1,550.40
Total expenses (ii) 4,261.70 3,727.70 3,719.50
Restated Profit/(loss) before exceptional items and tax (iii) = (i) - (ii) 445.10 320.80 (155.40)
Exceptional items
Reversal of impairment of property, plant and equipment 3.1 - - (110.00)
Total Exceptional items (iv) - - (110.00)
Restated Profit/(loss) before tax (v) = (iii) - (iv) 445.10 320.80 (45.40)
Tax expense 7.2
Current tax - - -
Deferred tax charge/(credit) 208.50 9.40 (14.50)
Total tax expense (vi) 208.50 9.40 (14.50)
Restated Profit/(loss) for the year (vii) = (v) - (vi) 236.60 311.40 (30.90)
Restated Other comprehensive income
Items not to be reclassified to profit or loss in subsequent periods:
Re-measurement gains/(losses) on defined benefit plans (4.60) 0.90 2.20
Income tax effect - credit/(charge) 1.20 (0.20) (0.70)
Restated Other comprehensive income ('OCI') (viii) (3.40) 0.70 1.50
Restated Total comprehensive income / (loss) for the year (ix) = (vii) + (viii) 233.20 312.10 (29.40)
Restated Profit/(loss) for the year attributable to:
Equity holders of the parent 201.90 248.70 (38.40)
Non-Controlling interests 34.70 62.70 7.50
Restated Other comprehensive income ('OCI') for the year attributable to:
Equity holders of the parent (3.50) 0.60 1.30
Non-Controlling interests 0.10 0.10 0.20
Restated Total comprehensive income for the year attributable to:
Equity holders of the parent 198.40 249.30 (37.10)
Non-Controlling interests 34.80 62.80 7.70
Restated Earnings/(loss) per share ('EPS') attributable to equity holders of 26
the Parent:
[nominal value per share Rs.10]
Basic EPS (Rs.) 0.72 0.88 (0.14)
Diluted EPS (Rs.) 0.72 0.88 (0.14)
TheaboveStatement shouldbereadwiththeAnnexureV-MaterialAccountingPolicies and Other ExplanatoryNotes toRestated ConsolidatedSummary
Statements and Annexure VI - Statement of Restatement Adjustments made in Restated Consolidated Summary Statements.
As per our report of even date attached
For S.R. Batliboi & Associates LLP For and on behalf of the Board of Directors of
Chartered Accountants Brigade Hotel Ventures Limited
ICAI Firm registration number: 101049W/E300004 CIN: U74999KA2016PLC095986
Nirupa Shankar Vineet Verma
perSudhir Kumar Jain Managing Director Director
Partner DIN: 02750342 DIN: 06362115
Membership no.: 213157
Place: Bengaluru Ananda Natarajan Akanksha Bijawat
Date: July 07, 2025 Chief Financial Officer Company Secretary
259Brigade Hotel Ventures Limited
CIN: U74999KA2016PLC095986
Annexure III
Restated Consolidated Summary Statement of Changes in Equity
All amounts in Rupees Millions, except as otherwise stated
A. Equity share capital No. of shares Amount
(in millions) (in millions)
(refer note 12.1)
Equity shares of Rs.10 each issued, subscribed and fully paid-up
As at April 01, 2022 1.00 10.00
Changes during the year - -
As at March 31, 2023 1.00 10.00
As at April 01, 2023 1.00 10.00
Changes during the year - -
As at March 31, 2024 1.00 10.00
As at April 01, 2024 1.00 10.00
Changes during the year - Shares issued during the year 280.43 2,804.30
As at March 31, 2025 281.43 2,814.30
B. Instruments entirely equity in nature No. of shares Amount
(in millions) (in millions)
(refer note 12.2)
Optionally Convertible Redeemable Preference Shares of Rs.100/- each ('OCRPS')
As at April 01, 2022 28.04 2,804.30
Changes during the year - -
As at March 31, 2023 28.04 2,804.30
As at April 01, 2023 28.04 2,804.30
Changes during the year - -
As at March 31, 2024 28.04 2,804.30
As at April 01, 2024 28.04 2,804.30
Changes during the year - Shares converted during the year (28.04) (2,804.30)
As at March 31, 2025 - -
Cumulative Compulsory Convertible Preference Shares of Rs.100 each (CCPS)
As at April 01, 2022 0.15 15.00
Changes during the year - -
As at March 31, 2023 0.15 15.00
As at April 01, 2023 0.15 15.00
Changes during the year - -
As at March 31, 2024 0.15 15.00
As at April 01, 2024 0.15 15.00
Changes during the year - -
As at March 31, 2025 0.15 15.00
260Brigade Hotel Ventures Limited
CIN: U74999KA2016PLC095986
Annexure III
Restated Consolidated Summary Statement of Changes in Equity
All amounts in Rupees Millions, except as otherwise stated
C. Other equity
(refer note 13.1 and 13.2)
Attributable to the equity holders of the parent Non- Total
Capital Revaluation General Equity Retained Sub total controlling
Reserve Reserve Reserve component of earnings Interests
Compound
Financial
Instruments
As at April 01, 2022 0.10 82.90 9.10 618.20 (3,138.20) (2,427.90) 49.20 (2,378.70)
Restated Profit/(loss) for the year - - - - (38.40) (38.40) 7.50 (30.90)
Restated Other comprehensive income - - - - 1.30 1.30 0.20 1.50
Restated Total comprehensive income for the year - - - - (37.10) (37.10) 7.70 (29.40)
Add: Equity component of interest-free related party loans - - - 56.80 - 56.80 - 56.80
during the year
As at March 31, 2023 0.10 82.90 9.10 675.00 (3,175.30) (2,408.20) 56.90 (2,351.30)
As at April 01, 2023 0.10 82.90 9.10 675.00 (3,175.30) (2,408.20) 56.90 (2,351.30)
Restated Profit/(loss) for the year - - - - 248.70 248.70 62.70 311.40
Restated Other comprehensive income - - - - 0.60 0.60 0.10 0.70
Restated Total comprehensive income for the year - - - - 249.30 249.30 62.80 312.10
As at March 31, 2024 0.10 82.90 9.10 675.00 (2,926.00) (2,158.90) 119.70 (2,039.20)
As at April 01, 2024 0.10 82.90 9.10 675.00 (2,926.00) (2,158.90) 119.70 (2,039.20)
Restated Profit/(loss) for the year - - - - 201.90 201.90 34.70 236.60
Restated Other comprehensive income - - - - (3.50) (3.50) 0.10 (3.40)
Restated Total comprehensive income for the year - - - - 198.40 198.40 34.80 233.20
As at March 31, 2025 0.10 82.90 9.10 675.00 (2,727.60) (1,960.50) 154.50 (1,806.00)
TheaboveStatementshouldbereadwiththeAnnexureV-MaterialAccountingPoliciesandOtherExplanatoryNotestoRestatedConsolidatedSummaryStatementsand
Annexure VI - Statement of Restatement Adjustments made in Restated Consolidated Summary Statements.
As per our report of even date attached
For S.R. Batliboi & Associates LLP For and on behalf of the Board of Directors of
Chartered Accountants Brigade Hotel Ventures Limited
ICAI Firm registration number: 101049W/E300004 CIN: U74999KA2016PLC095986
perSudhir Kumar Jain Nirupa Shankar Vineet Verma
Partner Managing Director Director
Membership no.: 213157 DIN: 02750342 DIN: 06362115
Place: Bengaluru Ananda Natarajan Akanksha Bijawat
Date: July 07, 2025 Chief Financial Officer Company Secretary
261Brigade Hotel Ventures Limited - - -
CIN: U74999KA2016PLC095986
Annexure IV
Restated Consolidated Summary Statement of Cashflows
All amounts in Rupees Millions, except as otherwise stated
Annexure V
March 31, 2025 March 31, 2024 March 31, 2023
Notes
Cash flows from operating activities
Restated Profit/ (loss) before tax 445.10 320.80 (45.40)
Adjustment to reconcile restated profit/ (loss) before tax to net cash flows:
Depreciation and amortization expenses 23 498.00 436.40 493.50
Impairment allowance for bad and doubtful debts 25 - - 7.30
Reversal of impairment loss of property, plant and equipment 3.1 - - (110.00)
Reversal of impairment allowance for bad and doubtful debts 20 (1.50) (5.90) -
Government Grants - Capital subsidy 20 (1.60) (1.60) (1.60)
Liabilities no longer required written back 20 (2.50) - -
(Profit)/Loss on sale of property, plant and equipment 20, 25 1.00 19.20 (38.10)
Interest expense 24 725.60 688.90 691.70
Interest income 20 (15.20) (19.20) (17.50)
Operating profit before working capital changes 1,648.90 1,438.60 979.90
Movements in working capital :
(Decrease) / increase in trade payables 110.30 (41.20) 125.40
(Decrease) / increase in other liabilities (42.90) 27.00 77.90
(Decrease) / increase in provisions 4.90 7.00 6.00
(Increase) / decrease in inventories (7.90) (15.50) (17.90)
(Increase) / decrease in trade receivable (10.80) (4.80) (88.60)
(Increase) / decrease in loans - - 0.20
(Increase) / decrease in other assets (162.90) 148.00 10.20
Cash generated from operations 1,539.60 1,559.10 1,093.10
Direct taxes (paid)/refunds, net (50.10) (10.50) (14.40)
Net cash flow from/(used in) operating activities (A) 1,489.50 1,548.60 1,078.70
Cash flows from investing activities
Purchase of property, plant and equipment (including capital work in progress) 3.1, 3.2, 4 (947.40) (554.80) (97.10)
Proceeds from sale of property, plant and equipment 0.30 1.20 116.70
Redemption of bank deposits 86.70 160.90 0.20
Investment in bank deposits (100.60) (80.00) (23.40)
Purchase of non current investments - - (0.50)
Interest received 11.10 19.70 13.90
Net cash flow from/(used in) investing activities (B) (949.90) (453.00) 9.80
Cash flows from financing activities
Proceeds from borrowings 183.20 1,156.90 267.90
Repayment of borrowings (471.80) (1,431.40) (1,025.10)
Interest paid (444.20) (478.70) (508.30)
Redemption of debentures (5.40) - -
Payment of principal portion of lease liabilities (10.30) (107.90) -
Payment of interest portion of lease liabilities (69.40) (60.20) (56.90)
Net cash flow from/(used in) financing activities (C) (817.90) (921.30) (1,322.40)
Net increase/ (decrease) in cash and cash equivalents (A + B + C) (278.30) 174.30 (233.90)
Cash and cash equivalents at the beginning of the year 39.50 (134.80) 99.10
Cash and cash equivalents at the end of the year (238.80) 39.50 (134.80)
Components of cash and cash equivalents
Cash on hand 2.70 2.70 1.60
Balances with banks:
- in current accounts 94.50 76.80 76.00
- in deposit accounts with original maturity less than 3 months 10.40 - -
Cheques on hand 0.10 0.30 -
Total cash and cash equivalents as per balance sheet 11.1 107.70 79.80 77.60
Less: Bank overdraft 14 (346.50) (40.30) (212.40)
Total cash and cash equivalents as per statement of cashflows (238.80) 39.50 (134.80)
Note: Refer note 11.1 for changes in liabilities arising from financing activities and note 28 for non-cash investing and financing activities pertaining to right-of-
use assets and lease liabilities, respectively.
TheaboveStatementshouldbereadwiththeAnnexureV-MaterialAccountingPoliciesandOtherExplanatoryNotes toRestated ConsolidatedSummary
Statements and Annexure VI - Statement of Restatement Adjustments made in Restated Consolidated Summary Statements.
As per our report of even date attached
For S.R. Batliboi & Associates LLP For and on behalf of the Board of Directors of
Chartered Accountants Brigade Hotel Ventures Limited
ICAI Firm registration number: 101049W/E300004 CIN: U74999KA2016PLC095986
perSudhir Kumar Jain Nirupa Shankar Vineet Verma
Partner Managing Director Director
Membership no.: 213157 DIN: 02750342 DIN: 06362115
Place: Bengaluru Ananda Natarajan Akanksha Bijawat
Date: July 07, 2025 Chief Financial Officer Company Secretary
262BrigadeHotel VenturesLimited
CIN: U74999KA2016PLC095986
Annexure V
Material Accounting Policies and Other Explanatory Notes to Restated Consolidated Summary Statements
All amounts in Rupees Millions, except as otherwise stated
1. Corporate information
Brigade Hotel Ventures Limited (CIN: U74999KA2016PLC095986) (‘BHVL’ or the ‘Company’ or the ‘Holding Company’)was incorporated on August 24,
2016. The registered office of the Company is located at 29th & 30th floors, World Trade Center, Brigade Gateway Campus, 26/1, Dr Rajkumar Road,
Malleswaram-Rajajinagar, Bangalore 560 055.The Holding Company and its subsidiary (collectively, the Group)arecarrying on the hospitality business including
running and managing hotels.
The restated consolidated summary statements were approvedfor issue in accordance with resolutionpassed bytheBoard ofDirectors of theHolding Company
onJuly 07, 2025.
2. Material accounting policies
a) Basis of preparation of Restated Consolidated Summary Statements:
The Restated Consolidated Summary Statements of the Group comprise of the Restated ConsolidatedSummaryStatement of Assets and Liabilities as atMarch
31, 2025,March 31, 2024andMarch 31, 2023, the related Restated ConsolidatedSummaryStatement of Profit and Loss (including Other Comprehensive Income),
the Restated ConsolidatedSummaryStatement of Cash Flows and the Restated ConsolidatedSummaryStatement of Changes in Equity foreach oftheyears
endedMarch 31, 2025,March 31, 2024andMarch 31, 2023,summary statement of material accounting policies and other explanatory information(collectively,
the ‘Restated Consolidated Summary Statements’).
These Restated Consolidated Summary Statements have been prepared by the management as required under the Securities and Exchange Board of India (Issue
of Capital and Disclosure Requirements) Regulations, 2018, as amended (“ICDR Regulations”) issued by theSecurities and Exchange Board of India ('SEBI'), in
pursuance of the Securities and Exchange Board of India Act, 1992, in connection with the proposed initial public offering ofequity shares of the Holding Company
(the “Offer”), in terms of the requirements of:
a. Section 26 of Part I of Chapter III of the Companies Act, 2013 (the “Act");
b. the SEBI ICDR Regulations;
c. The Guidance Note on Reports in Company Prospectuses (Revised 2019) issued by the Institute of Chartered Accountants of India(ICAI) (the “Guidance
Note"); and
d. E-mail datedMay 20,2024received from Book Running Lead Managers, which confirms that the Company should prepare financial statements in accordance
with Indian Accounting Standards (Ind AS) and that these financial statements are required for all the three years includingstub period(if applicable), based
on email datedOctober 28, 2021 from Securities and Exchange Board of India (“SEBI”) to Association of Investment Bankers of India (“SEBI Letter”).
These Restated Consolidated Summary Statements have been compiled by the management from:
a. Audited consolidated financial statements of the Group as at and for the year ended March 31, 2025, which were prepared in accordance with the Indian
Accounting Standard (referred to as “Ind AS”) as prescribed under Section 133 of the Act read with Companies (Indian Accounting Standards) Rules 2015,
as amended and other accounting principles generally accepted in India, along with the presentation requirements of Division II of Schedule III to the
Companies Act, 2013 (Ind-AS compliant Schedule III), as applicable, which have been approved by the Board of Directors at their meeting held on April 18,
2025.
b. Audited consolidated financial statements of the Group as at and for the year ended March 31, 2024, which were prepared in accordance with the Indian
Accounting Standard (referred to as “Ind AS”) as prescribed under Section 133 of the Act read with Companies (Indian Accounting Standards) Rules 2015,
as amended and other accounting principles generally accepted in India, along with the presentation requirements of Division II of Schedule III to the
Companies Act, 2013 (Ind-AS compliant Schedule III), as applicable, which have been approved by the Board of Directors at their meeting held on May 21,
2024.
c. Audited special purpose consolidated financial statements of the Group as at andfor the year ended March 31, 2023 which were prepared by the Company
after taking into the consideration the requirements of the SEBI Letter which confirms that the Company should prepare these financial statements in
accordance with Indian Accounting Standards (Ind AS) and were approved by the Board of Directors at their meeting held on May 21, 2024.
For periods up to and including the year ended March 31, 2023, the Holding Company did not prepare itsconsolidatedfinancialstatementssince the Holding
Company met the conditions prescribed in Rule 6 to the Companies (Accounts) Rules, 2014 (as amended) (the “Accounts Rules”).The Holding Company’s
securities are in the process of listing on a stock exchange in India and consequently, pursuant to the Accounts Rules, the Holding Company adopted March 31,
2024 as reporting date for first time adoption of Indian Accounting Standard (Ind-AS) notified under the Companies (Indian Accounting Standards) Rules, 2015
(as amended) (the “Ind-AS Rules”) with April 01, 2022 as the transition date for the purpose of preparation of statutoryconsolidatedfinancialstatementsas at and
for the year ended March 31, 2024 in accordance with Ind-AS.
The special purposeconsolidated financial statementsas at and fortheyear ended March 31, 2023 have been prepared from the standalone financial statements
of the Company and those of its subsidiary after making suitable consolidation adjustments. In addition, in preparing these special purposeconsolidated financial
statements, the Group has followed the same accounting policies, presentation and disclosures including Schedule III disclosures as those followed in preparation
ofconsolidated financial statementsas at and for the year ended March 31, 2024.In addition, to facilitate preparation of these special purposeconsolidated
financial statements, the management has used the accounting policy choices (i.e., both mandatory exceptions and optional exemptions availed as per Ind AS 101)
as at April01,2021,which are consistent with those used at the date of transition to Ind AS (April 01, 2022) in theconsolidated financial statementsas at and for
the year ended March 31, 2024.
The Restated Consolidated Summary Statements have been prepared on the historical cost basis, except for certain financial assets and liabilities measured at fair
value (refer accounting policy regarding financial instruments) which are measured at fair values at the end of each reporting period.
The RestatedConsolidated Summary Statements are presented in Indian Rupees "INR" or "Rs." and all values are stated as INRmillionsor Rs. millionswith two
decimals thereof,except when otherwise indicated.
263BrigadeHotel VenturesLimited
CIN: U74999KA2016PLC095986
Annexure V
Material Accounting Policies and Other Explanatory Notes to Restated Consolidated Summary Statements
All amounts in Rupees Millions, except as otherwise stated
b) Basis of consolidation
TheRestated Consolidated Summary Statementscomprisesofthesummarystatements of theHoldingCompany and its subsidiary. A subsidiary is an entity over
which the Group has control. The Group controls an entity when the Group is exposed to, or has rights to, variable returns from its involvement with the entity
and has the ability to affect those returns through its power to direct the relevant activities of the entity. A subsidiary is fully consolidated from the date on which
control is transferred to the Group and are deconsolidated from the date that control ceases.
Consolidation procedure:
i. The Group re-assesses whether or notit controls an investee if facts and circumstances indicate that there are changes to one or more of the three
elements of control. Combine like items of assets, liabilities, equity, income, expenses and cash flows of the Holding Company with those of its
subsidiary. For this purpose, income and expenses of the subsidiary are based on the amounts of the assets and liabilities recognised in therestated
consolidatedsummarystatements at the acquisition date.
ii. Profit or loss and each component of other comprehensive income (OCI) are attributed to the equity holders of the parent of the Group and to the non-
controlling interests, even if this results in the non-controlling interests having a deficit balance. Whennecessary, adjustments are made to the financial
statements of subsidiaries to bring their accounting policies into line with the Group’s accounting policies. All intra-group assets and liabilities, equity,
income, expenses and cash flows relating to transactions between members of the Group are eliminated in full on consolidation.
iii. Offset (eliminate) the carrying amount of the Holding Company’s investment in the subsidiary and the Holding Company’s portion of equity of such
subsidiary.
iv. Eliminate in full intragroup assets and liabilities, equity, income, expenses and cash flows relating to transactions betweenentities of the group (profits
or losses resulting from intragroup transactions that are recognised in assets, such as inventory and fixed assets, are eliminated in full). Intragroup
losses may indicate an impairment that requires recognition in the restated consolidated summary statements. Ind AS12 Income Taxes applies to
temporary differences that arise from the elimination of profits and losses resulting from intragroup transactions.
v. The financial statements of the subsidiary used for the purpose of consolidation are drawn up to same reporting date as thatof the Holding Company,
i.e., year ended on March 31st and are prepared using uniform accounting policies for like transactions andother events in similar circumstances.
vi. Non-controlling interests in the results and equity of the subsidiary is shown separately in the consolidated statement of profitand loss, consolidated
statement of changes in equity and balance sheet respectively.
c) Use of estimates
The preparation ofrestated consolidated summary statementsin conformity with Ind AS requires the management to makejudgments, estimates and assumptions
that affect the reported amounts of revenues, expenses, assets and liabilities and the disclosure of contingent liabilities,at the end of the reporting period. Although
these estimates are based on the management’s best knowledge of current events and actions, uncertainty about these assumptions and estimates could result in
the outcomes requiring a material adjustment to the carrying amounts of assets or liabilities. The effect of change in an accounting estimate is recognized
prospectively.
d) Current versus non-current classification
TheGrouppresents assets and liabilities in the balance sheet based on current/ non-current classification.
An asset is treated as current when it is:
-Expected to be realised or intended to be sold or consumed in normal operating cycle
-Held primarily for the purposes of trading
-Expected to be realised within twelve months after the reporting period, or
-Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months afterthe reporting period
All other assets are classified as non-current.
A liability is current when:
-It is expected to be settled in normal operating cycle
-It is held primarily for the purposes of trading
-It is due to be settled within twelve months after the reporting period, or
-There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting period
All other liabilities are classified as non-current.
The operating cycle is the time between the acquisition of assets for processing and their realisation in cash and cash equivalents. TheGrouphas evaluated and
considered its operating cycle as one year and accordingly has reclassified its assets and liabilities into current and non-current.
Assets and liabilities, other than those discussed above, are classified as current to the extent they are expected to be realized/ are contractually repayable within
one yearfrom the Balance sheet date and as non-current, in other cases.
Deferred tax assets/ liabilities are classified as non-current assets/ liabilities.
264BrigadeHotel VenturesLimited
CIN: U74999KA2016PLC095986
Annexure V
Material Accounting Policies and Other Explanatory Notes to Restated Consolidated Summary Statements
All amounts in Rupees Millions, except as otherwise stated
e) Property, plant andequipment
Capital work in progress is stated at cost, net of accumulated impairment loss, if any. Property, plant and equipmentare stated at cost, net of accumulated
depreciation and accumulated impairment losses, if any. The cost comprises purchase price, borrowing costs if capitalization criteria are met and directly
attributable cost of bringing the asset to its working condition for the intended use. Any trade discounts and rebates are deducted in arriving at the purchase price.
Each part of an item of property, plant and equipment with a cost that is significant in relation to the total cost of the item is depreciated separately. This applies
mainly to components for machinery. When significant parts of plant and equipment are required to be replaced at intervals, theGroupdepreciates them separately
based on their specific useful lives. Likewise, when a major inspection is performed, its cost is recognized in the carryingamount of the plant and equipment as a
replacement if therecognition criteria are satisfied. All other repair and maintenance costs arerecognizedin profit or loss as incurred.
Subsequent expenditure related to an item ofproperty, plant and equipmentis added to its book value only if it increases the future benefits fromitspreviously
assessed standard of performance. All other expenses on existing property, plant and equipment, including day-to-day repair and maintenance expenditure and
cost of replacing parts, are charged to the statement of profit and loss for the period during which such expenses are incurred.
Borrowing costs directly attributable to acquisition of property, plant and equipment which take substantial period of time to get ready for its intended use are also
included to the extent they relate to the period till such assets are ready to be put touse.
Advances paid towards the acquisition of property, plant and equipment outstanding at each balance sheet date is classified as capital advances under other non-
current assets.
An item of property, plant and equipment and any significant part initiallyrecognizedis de-recognizedupon disposal or when no future economic benefits are
expected from its use or disposal. Any gain or loss arising on de-recognition of the asset (calculated as the difference between the net disposal proceeds and the
carrying amount of the asset) is included in the income statement when the Property, plant and equipment isde-recognized.
Expenditure directly relating to construction activity is capitalized. Indirect expenditure incurred during construction period is capitalized to the extent to which
the expenditure is indirectly related to construction or is incidental thereto. Other indirect expenditure (including borrowing costs) incurred during the construction
period which is neitherrelated to the construction activity nor is incidental thereto is charged to the statement of profit and loss.
Costs of assets not ready for use at the balance sheet date are disclosed under capital work-in-progress.
f) Depreciationonproperty, plant and equipment
Depreciation is calculated on written down value basis using the following useful livesestimated by the management, which are equal to those prescribed under
Schedule II to the Companies Act, 2013:
Category of Asset Useful lives (in years)
Buildings 60
Plant and machinery 15
Electrical installation and equipment 10
Furniture and fixtures
• Used in hotels, restaurants, etc. 8
• Others 10
Computer hardware
• End user devices 3
• Server and networkequipment 6
Office equipment 5
Motor vehicles 8
For certain hotel-specific assets, depreciation is calculated on a straight-line basis using the rates arrived at, based on the useful lives estimated by the management
based on technicalassessmentas below:
Category of Asset Useful lives (in years) Schedule II lives (in years)
Buildings 25-30 60
Plant and machinery 15 15
Electrical installation and equipment 10 10
Furniture and fixtures
• Usedin hotels, restaurants, etc. 8 8
• Others 10 10
Computer hardware
• End user devices 3 3
• Server and network equipment 6 6
Office equipment 5 5
Motor vehicles 8 8
Right-of-use assets are depreciated on a straight-line basis over the shorter of the lease term and theestimated useful lives of the assets, as follows: Leasehold land
–25 to 35 years
265BrigadeHotel VenturesLimited
CIN: U74999KA2016PLC095986
Annexure V
Material Accounting Policies and Other Explanatory Notes to Restated Consolidated Summary Statements
All amounts in Rupees Millions, except as otherwise stated
The management considers residual value at 5%as prescribed under Schedule II of Companies Act, 2013.
The management believes that the above estimated useful lives are realistic and reflect fair approximation of the period overwhich the assets are likely to be used.
The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at each financialyear end and adjusted prospectively,
if appropriate.
g) Intangible assets
Intangible assets acquired separately are measured on initial recognition at cost. Following initial recognition, intangibleassets are carried at cost less accumulated
amortization and accumulated impairment losses, if any.
Intangible assetscomprising of computer softwareare amortized on a written down value basisover a period ofsixyears, which is estimated by the management
to be the useful life of the asset.In case of certain hotels, the intangible assets comprising of computer software are amortized on a straight-line basis over a period
of six years as estimated by the management.
The residual values, useful lives and methods of amortization of intangible assets are reviewed at each financial year end and adjusted prospectively, if appropriate.
Gains or losses arising fromde-recognition of an intangible asset are measured as the difference between the net disposal proceeds and the carrying amount of the
asset and are recognized in the statement of profit and loss when asset is derecognized.
h) Impairment
A. Financial assets
TheGroupassesses at each date of balance sheet whether a financial asset or a group of financial assets is impairedand measures therequiredexpected credit
losses through a loss allowance. The Group applies the expected credit loss (ECL) model for measurement and recognition of impairment losses on trade
receivables. TheGroupfollows the simplified approach for recognition of impairment allowance on trade receivables wherein, it recognises impairment allowance
based on lifetime ECLs at each reporting date.TheGrouprecognizeslifetime expected losses for all contract assets and / or all trade receivables that do not
constitute a financing transaction.
For all other financial assets, expected credit losses are measured at an amount equal to the 12-month expected credit losses or at an amount equal to the lifetime
expected credit losses if the credit risk on the financial asset has increased significantlysince initial recognition.
B. Non-financial assets
TheGroupassesses at each reporting date whether there is an indication that an asset may be impaired. If any indication exists, or when annual impairment testing
for an asset is required, theGroupestimates the asset’s recoverable amount. An asset’s recoverable amount is the higher of an asset’s or cash-generating unit’s
(CGU) net selling price and its value in use. The recoverable amount is determined for an individual asset, unless the assetdoesnot generate cash inflows that are
largely independent of those from other assets or groups of assets. Where the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is
considered impaired and is written down to its recoverable amount. In assessing value in use, the estimated future cashflows are discounted to their present value
using a pre-tax discount rate that reflects current market assessments of the time value of money and the risks specific to the asset. Indetermining net selling price,
recent market transactions are taken intoaccount, if available. If no such transactions can be identified, an appropriate valuation model is used.
Impairment lossesare recognized in the statement of profit and loss. After impairment, depreciation is provided on the revised carrying amountof the asset over
its remaining useful life.
An assessment is made at each reporting date to determine whether there is an indication that previously recognised impairment losses no longer exist or have
decreased. If such indication exists, theGroupestimates the asset’s or CGU’s recoverable amount. A previously recognised impairment loss is reversed only if
there has been a change in the assumptions used to determine the asset’s recoverable amount since the last impairment loss was recognised. The reversal is limited
so that the carrying amount of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of
depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in the statement of profit and loss unless the asset is
carried at a revalued amount, in which case, the reversal is treated as a revaluation increase.
i) Leases
TheGroupassesses at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right to control the use of an identified asset
for a period of time in exchange for consideration.
Where theGroupis lessee
TheGroupapplies a single recognition and measurement approach for all leases, except for short-term leases and leases of low-value assets. TheGrouprecognises
lease liabilities to make lease payments and right-of-use assets representing the right to use the underlying assets.
TheGroupat the inception of the lease contract recognizes a Right-of-Use (RoU) asset at cost(included in Property, Plant and Equipment)and corresponding
lease liability, except for leases with term of less than twelve months (short term) and low-value assets. The cost of the right-of-use assets comprises the amount
of the initial measurement of the lease liability, any lease payments made at or before the inception date of the lease plus any initial direct costs, less any lease
incentives received. Subsequently, the right of-use assets are measured at cost less any accumulated depreciation and accumulated impairment losses, if any. The
right-of-use assets is depreciated using the straight-line method from the commencement date over the shorter of lease term or useful life of right-of-use assets.
266BrigadeHotel VenturesLimited
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Annexure V
Material Accounting Policies and Other Explanatory Notes to Restated Consolidated Summary Statements
All amounts in Rupees Millions, except as otherwise stated
For lease liabilities at inception, theGroupmeasures the lease liability at the present value of the lease payments that are not paid at that date. The lease payments
are discounted using the interest rate implicit in the lease, if that rate is readily determined, if that rate is not readilydetermined, the lease payments are discounted
using the incremental borrowing rate.The lease payments include fixed payments (including in substance fixed payments) less any lease incentives receivable,
variable lease payments that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also include the
exercise price of a purchase option reasonably certain to be exercised by theGroupand payments of penalties for terminating the lease, if the lease term reflects
theGroupexercising the option to terminate. Variable lease payments that do not depend on an index or a rate are recognised as expenses (unless they are incurred
to produce inventories) in the periodin which the event or condition that triggers the payment occurs.
TheGrouprecognizes the amount of the re-measurement of lease liability as an adjustment to the right-of-use assets. Where the carrying amount of the right-of-
use assets is reduced to zero and there is a further reduction in the measurement of the lease liability,theGrouprecognizes any remaining amount of the re-
measurement in the statement of profit and loss.
TheGroupapplies the short-term lease recognition exemption to its short-term leases (i.e., those leases that have a lease term of 12 months or less from the
commencement date and do not contain a purchase option). It also applies the lease of low-value assets recognition exemption to leases that are considered to be
low value. Lease payments on short-term leases and leases of low-value assets are recognised as expense on a straight-line basis over the lease term.
Where theGroupis lessor
Leases in which theGroupdoes not transfer substantially all the risks and rewards incidental to ownership of an asset is classified as operating leases. Rental
income arising is accounted for on a straight-line basis over the lease terms. Initial direct costs incurred in negotiating and arranging an operating lease are added
to the carrying amount of the leased asset and recognised over the lease term on the same basis as rental income. Contingentrents are recognised as revenue in the
period in which they are earned.
j) Borrowing costs
Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds.
Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial period of time to get ready for its
intended use or sale are capitalized/inventorisedas part of the cost of the respective asset. All other borrowing costs are charged to statement of profit and loss.
k) Inventories
Inventories comprising of food, beverages and other items are valued at lower of cost and net realizable value. Cost of inventories is determined on a weighted
average basis.
Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and estimated costs necessary to make the
sale.
l) Revenue recognition
Revenue from contracts with customers
Revenue from contracts with customers is recognised when control of the goods or services are transferred to the customer at an amount that reflects the
consideration to which theGroupexpects to be entitled in exchange for those goods or services. Revenue is measured based on the transaction price, which isthe
consideration, adjusted for discounts and other credits, if any, as specified in the contract with the customer. TheGrouppresents revenue from contracts with
customers net of indirect taxes in its statement of profit and loss.
TheGroupconsiders whether there are other promises in the contract that are separate performance obligations to which a portion of the transaction price needs
to be allocated. In determining the transaction price, theGroupconsiders the effects of variable consideration, the existence of significant financing components,
noncash consideration, and consideration payable to the customer, if any.
The following specific recognition criteria must also be met before revenue is recognized:
Revenue from hospitality services
Revenue from hospitality operations comprise revenue from room charges, food & beverage sales, facility usage charges and allied services, including
telecommunication, laundry, etc. Revenue is recognized as and when the services are rendered and is disclosed net of allowances.
Contract balances
Contract asset is the right to consideration in exchange for goods or services transferred to the customer. If theGroupperforms by transferring goods or services
to a customer before the customer pays consideration or before payment is due, a contract asset is recognised for the earnedconsideration that is conditional.
Trade receivable represents theGroup’s right to an amount of consideration that is unconditional (i.e., only the passage of time is required before payment of the
consideration is due).
Contract liability is the obligation to transfer goods or services to a customer for which theGrouphas received consideration (or an amount of consideration is
due) from the customer. If a customer pays consideration before theGrouptransfers goods or services to the customer, a contract liability is recognised when the
payment is made, or the payment is due (whichever is earlier). Contract liabilities are recognised as revenue when theGroupperforms under the contract.
267BrigadeHotel VenturesLimited
CIN: U74999KA2016PLC095986
Annexure V
Material Accounting Policies and Other Explanatory Notes to Restated Consolidated Summary Statements
All amounts in Rupees Millions, except as otherwise stated
Income from lease rentals
Refer accounting policy under “Leases” above.
Interestincome
Interest income, including income arising from other financial instrumentsmeasured atamortizedcost, isrecognizedusing the effective interestrate(EIR)method.
EIR is the rate that exactly discounts the estimatedfuture cash payments or receipts over the expected life of the financial instrument or a shorter period, where
appropriate, to the gross carrying amount of the financial asset or to the amortised cost of a financial liability.When calculating the effective interest rate, the
Groupestimates the expected cash flows by considering allthe contractual terms of the financial instrument (for example, prepayment, extension, call and similar
options) but doesnot consider the expected credit losses.
Dividend income
Dividend income is recognized when theGroup’s right to receive dividend is established, which is generally when shareholders approve the dividend.
m) Foreign currency translation
Functional and presentation currency
Items included in therestated consolidated summary statementsof theGroupare measured using the currency of the primary economic environment in which the
Companyoperates (‘the functional currency’). The restated consolidated summary statements are presented in Indian rupee (INR), which is theCompany’s
functional and presentation currency.
Foreign currency transactions and balances
i) Initial recognition - Foreign currency transactions are initially recorded at the functional currency spot rate at the date the transaction first qualifies for
recognition.
ii)Conversion-Foreign currency monetary items are retranslated using the exchange rate prevailing at the reporting date. Non-monetary items, which are measured
in terms of historical cost denominated in a foreign currency, are reported using the exchange rate at the date ofinitialtransaction. Non-monetary items, which are
measured at fair value or other similar valuation denominated in a foreign currency, are translated using the exchange rate at the date when such value was
determined.
iii)Exchange differences-TheGroupaccounts for exchange differences arising on translation/ settlement of foreign currency monetary items as income or as
expense in the period in which they arise.The gain or loss arising on translation of non-monetary items measured at fair value is treated in line with the recognition
of the gain or loss on the change in fair value of the item (i.e., translation differences on items whose fair value gain orloss is recognised in OCI or profit or loss
are also recognised in OCI or profit or loss, respectively)
n) Retirement and other employee benefits
Retirement benefits in the form of state governed Employee Provident Fund, Employee State Insurance and Employee Pension Fund Schemes are defined
contributionschemes(collectively the ‘Schemes’). TheGrouphas no obligation, other than the contribution payable to the Schemes. The Grouprecognizes
contribution payable to the Schemes as expenditure, when an employee renders the related service.The contribution paid in excess of amount due isrecognized
as an asset and the contribution due in excess of amount paid isrecognizedas a liability.
Gratuity, which is a defined benefit plan, is accrued based on an independent actuarial valuation, which is done based on project unit credit method as at the
balance sheet date. TheGrouprecognizes the net obligation of a defined benefit plan in its balance sheet as an asset or liability. Gains and losses through re-
measurements of the net defined benefit liability/ (asset) are recognized in other comprehensive income.Remeasurements, comprising of actuarial gains and
losses, excluding amounts included innet interest on the net defined benefit liability, are recognised immediately in the balance sheet with a corresponding debit
or credit to retained earnings through OCI in the period in which they occur. Remeasurements are not reclassified to profit or loss in subsequent periods.
TheGrouprecognises the following changes in the net defined benefit obligation as an expense in theconsolidatedstatement of profit and loss:
►Service costs comprising current service costs, past-service costs, gains and losses on curtailments and non-routine settlements; and
►Interest expense
Accumulated leave, which is expected to be utilized within the nexttwelvemonths, is treated as short-term employee benefit. TheGroupmeasures the expected
cost of such absences as the additional amount that it expects to pay as a result of the unused entitlement that has accumulated at the reporting date.
TheGrouptreats accumulated leave expected to be carried forward beyond twelve months, as long-term employee benefit for measurement purposes. Such long-
term compensated absences are provided for based on the actuarial valuation using the projected unit credit method, made at theendof each financial year.
Actuarial gains/losses are immediately taken to the statement of profit and loss.TheGrouppresents theaccumulatedleaveliabilityas a current liability in the
balance sheet,to the extentit does not have an unconditional right to defer its settlement fortwelvemonths after the reporting date.
o) Income taxes
Income tax expense comprises current tax expense and the net change in the deferred tax asset or liability during the year.
Current and deferred tax are recognized in the statement of profit and loss, except when they relate to items that are recognized in other comprehensive income or
directly in equity, in which case, the current and deferredtax are also recognized in other comprehensive income or directly in equity, respectively.
i. Current income tax
Current income tax for the current and prior periods aremeasured at the amount expected to be recovered from or paid to the taxation authorities based on the
taxable income for that period. The tax rates and tax laws used to compute the amount are those that are enacted or substantively enacted by the balancesheet
date.
268BrigadeHotel VenturesLimited
CIN: U74999KA2016PLC095986
Annexure V
Material Accounting Policies and Other Explanatory Notes to Restated Consolidated Summary Statements
All amounts in Rupees Millions, except as otherwise stated
ii. Deferred income tax
Deferred income tax isrecognizedon temporary differences at the balance sheet date between the tax bases of assets and liabilities and their carrying amountsfor
financial reporting purposes, except when the deferred income tax arises from the initial recognition of goodwill or an assetor liability in a transaction that is not
a business combination and affects neither accounting nor taxable profit or loss at the time of the transaction.
Deferred income tax assets are recognized for all deductible temporary differences, carry forward of unused tax credits and unused tax losses, to the extent that it
is probable that taxable profit will be available against which the deductible temporary differences, and the carry forward of unused tax credits and unused tax
losses can be utilized.
The carrying amount of deferred income tax assets is reviewed at each balance sheet date and reduced to the extent that it isno longer probable that sufficient
taxable profit will be available to allow all or part of the deferred income tax asset to be utilized.Unrecognised deferred tax assets are re-assessed at each reporting
date and are recognised to the extent that it has become probable that future taxable profits will allow the deferred tax asset to be recovered.
Deferred tax relating to items recognized outside profit or loss is recognized in correlation to the underlying transaction either in OCI or directly in equity.
Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply in the period when the asset is realized or the liability is settled,
based on tax rates (and tax laws) that have been enacted or substantively enacted at the balance sheet date.
TheGroupoffsets deferred tax assets and deferred tax liabilities if and only if it has a legally enforceable right to set off currenttax assets and current tax liabilities
and the deferred tax assets and deferred tax liabilities relate to income taxes levied bythe same taxation authority on either the same taxable entity or different
taxable entities which intend either to settle current tax liabilities and assets on a net basis, or to realise the assets and settle the liabilities simultaneously, in each
future period in which significant amounts of deferred tax liabilities or assets are expected to be settled or recovered.
p) Provisionsand contingent liabilities
A provision is recognized when theGrouphas a present obligation (legal or constructive) as a result of past event, it is probable that an outflow of resources
embodying economic benefits will be required to settle the obligation and a reliable estimate can be made of the amount of the obligation. If the effect of the time
value of money is material, provisions are discounted using a current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting
is used, the increase in the provision due to the passage of time is recognized as a finance cost.
A contingent liability is a possible obligation that arises from past events and whose existence will be confirmed only by the occurrence or non-occurrence of one
or more uncertain future events not wholly within the control of theGroupor a present obligation that is not recognized because it is not probable that an outflow
of resources will be required to settle the obligation. A contingent liability also arises in extremely rare cases where there is a liability that cannot be recognized
because it cannot be measured reliably. TheGroupdoes not recognize a contingent liability but discloses it in therestated consolidated summary statements, unless
the possibility of an outflow of resources embodying economic benefits is remote.
q) Government grants
Government grants are recognised where there is reasonable assurance that the grant will be received, and all attached conditions will be complied with. When the
grant relates to an expense item, it is recognised as income on a systematic basis over the periods that the related costs, for which it is intended to compensate, are
expensed. When the grant relates to an asset, it is recognised as income in equal amounts over the expected useful life of the related asset.
r) Financial Instruments
A. Financial assets
Initial recognition and measurement
Financial assets are recognized when theGroupbecomes a party to the contractual provisions of the instrument. Financial assets are initially measured at fair
value. Transaction costs that are directly attributable to the acquisition or issue of financial assets (other than financialassets at fair value through profit or loss)
are added to or deducted from the fair value measured on initial recognition of financial asset.
Subsequent measurement
For purposes of subsequent measurement, financial assets are classified in four categories:
⮚ Financial assets at amortised cost (debt instruments)
⮚ Financial assets atfair value through other comprehensive income (FVTOCI) with recycling of cumulative gains and losses (debt instruments)
⮚ Financial assets designated at fair value through OCI with no recycling of cumulative gains and losses upon derecognition (equity instruments)
⮚ Financial assets at fair value through profit or loss
i. Financial assets at fair value through other comprehensive income (FVTOCI) (debt instruments)
Financial assets are measured at fair value through other comprehensive income if these financial assets are held within a business whose objective is
achieved by both collecting contractual cash flows and selling financial assets and the contractual termsof the financial asset give rise on specified dates to
cash flows that are solely payments of principal and interest on the principal amount outstanding.
Debt instruments included within the FVTOCI category are measured initially as well as at each reporting date at fair value.For debt instruments, at fair
value through OCI, interest income, foreign exchange revaluation and impairment losses or reversals are recognised in the profit or loss and computed in the
same manner as for financial assets measured at amortised cost. The remaining fair value changes are recognised in OCI. Uponderecognition, the cumulative
fair value changes recognised in OCI is reclassified from the equity to profit or loss.
269BrigadeHotel VenturesLimited
CIN: U74999KA2016PLC095986
Annexure V
Material Accounting Policies and Other Explanatory Notes to Restated Consolidated Summary Statements
All amounts in Rupees Millions, except as otherwise stated
ii. Financial assets at fair value through profit or loss
Financial assets at fair value through profit or loss are carried in the balance sheet at fair value with net changes in fairvalue recognised in the statement of
profit and loss. This category includes derivative instruments and listed equity investmentswhich theGrouphad not irrevocably elected to classify at fair
value through OCI. Dividends on listed equity investments are recognised in the statement of profit and loss when the right of payment has been established.
iii. Financial assets designated at fair value through OCI (equity instruments)
Upon initial recognition, theGroupcan elect to classify irrevocably its equity investments as equity instruments designated at fair value through OCI when
they meet the definition of equity under Ind AS 32 Financial Instruments: Presentation and are not held for trading. The classification is determined on an
instrument-by-instrument basis. Equity instruments which are held for trading and contingent consideration recognised by an acquirer in a business
combination to which Ind AS103 applies are classified as at FVTPL.
Gains and losses on these financial assets are never recycled to profit or loss. Dividends are recognised as other income inthe statement of profit and loss
when the right of payment has been established, except when theGroupbenefits from such proceeds as a recovery of part of the cost of the financial asset, in
which case, such gains are recorded in OCI. Equity instruments designated at fair value through OCI are not subject to impairment assessment.
iv. Financial assets at amortised cost (debt instruments)
A ‘financial asset’ is measured at the amortized cost if both the following conditions are met:
a) The asset is held within a business model whose objective is to hold assets for collectingcontractual cash flows, and
b) Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal and interest(SPPI) on the principal amount
outstanding.
After initial measurement, such financial assets are subsequently measured at amortized cost using the effective interest rate (EIR) method. Amortized cost is
calculated by taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortization is
included in finance income in the profit or loss. The losses arising from impairment are recognized in the profit or loss. This category generally applies to
trade and other receivables.
Investment in subsidiary
Investment in subsidiary is carried at cost. Impairment recognized, if any, is reduced from the carrying value.
De-recognition of financial asset
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily derecognised (i.e. removed from the
Group’s consolidated balance sheet) when:
a) The rights to receive cash flows from the asset have expired, or
b) TheGrouphas transferred its rights to receive cash flows from the asset or has assumed an obligation to pay the received cash flows in full without
material delay to a third party under a ‘pass-through’ arrangement; and either (a) theGrouphas transferred substantially all the risks and rewards of the
asset, or (b) theGrouphas neither transferred nor retained substantially all the risks and rewards of the asset, but has transferred control of theasset.
B. Financial liabilities
Initial recognition andmeasurement
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and borrowings, or as payables, as
appropriate. TheGroup’s financial liabilities include trade and other payables, loans and borrowings including bank overdrafts.
Subsequent measurement
For purposes of subsequent measurement, financial liabilities are classified in two categories:
⮚ Financial liabilities at fair value through profit or loss
⮚ Financial liabilities at amortised cost (loans and borrowings)
i. Financial liabilities at fair value through profit or loss
Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities designated upon initial recognition
as at fair value through profit or loss. Financial liabilities are classified as held for trading if they are incurred for the purpose of repurchasing in the near term.
Gains or losses on liabilities held for trading are recognised in the profit or loss.
ii. Financial liabilities at amortized cost
Financial liabilities are subsequently carried at amortized cost using the effective interest (‘EIR’) method. Gains and losses are recognized in profit or loss
when the liabilities are derecognized as well as through the EIR amortization process. Amortizedcost is calculated by taking into account any discount or
premium on acquisition and fees or costs that are an integral part of the EIR. The EIR amortization is included as finance costs in the statement of profit and
loss.
Interest-bearing loans and borrowings are subsequently measured at amortized cost using EIR method. For trade and other payables maturing within one year
from the balance sheet date, the carrying amountsapproximate fair value due to the short maturity of these instruments.
De-recognition of financial liability
A financial liability is derecognisedwhen the obligation under the liability is discharged or cancelled or expires. When an existing financial liability is replaced
by another from the same lender on substantially different terms, or the terms of an existing liability are substantially modified, such an exchange or modification
is treated as the derecognition of the original liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the
statement of profit and loss.
270BrigadeHotel VenturesLimited
CIN: U74999KA2016PLC095986
Annexure V
Material Accounting Policies and Other Explanatory Notes to Restated Consolidated Summary Statements
All amounts in Rupees Millions, except as otherwise stated
C.Reclassification of financial assets and liabilities
TheGroupdetermines classification of financial assets and liabilities on initial recognition. After initial recognition, no reclassification is made for financial assets
which are equity instruments and financial liabilities. For financial assets which are debt instruments, a reclassification is made only if there is a change in the
business model for managing those assets.
D.Offsetting of financial instruments
Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet if there is a currently enforceable legal right to offset the
recognised amounts and there is an intention to settle on a net basis, to realise the assets and settle the liabilities simultaneously.
E.Fair value of financial instruments
TheGroupmeasures its financial instruments such as derivative instruments, etc at fair value at each balance sheet date. Fair value is the price that would be
received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The fair value measurement
is based on the presumption that the transaction to sell the asset or transfer the liability takes place either:
⮚ In the principal market for the asset or liability, or
⮚ In the absence of aprincipal market, in the most advantageous market for the asset or liability
The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset or liability, assuming that
market participants act in their economic best interest. A fair value measurement of a non-financial asset takes into account a market participant’s ability to generate
economic benefits by using the asset in its highest and best use or by selling it to another market participant that would use the asset in its highest and best use.
All assets and liabilities for which fair value is measured or disclosed in therestated consolidated summary statementsare categorized within the fair value
hierarchy, described as follows, based on the lowest level input that is significant to the fair value measurement as a whole:
⮚ Level 1-Quoted (unadjusted) market prices in active markets for identical assets or liabilities.
⮚ Level 2-Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly or indirectly observable.
⮚ Level 3-Valuation techniques for which the lowest level input that is significant to the fair value measurement is unobservable.
For assets and liabilities that are recognised in therestated consolidated summary statementson a recurring basis, theGroupdetermines whether transfers have
occurred between levels in the hierarchy by re-assessing categorization (based on the lowest level input that is significant to the fair value measurement as a whole)
at the end of each reporting period.
For the purpose of fair value disclosures, theGrouphas determined classes of assets and liabilities on the basis of the nature, characteristics and risks of the asset
or liability and the level of the fair value hierarchy as explained above.
s) Earnings Per Share
Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholdersby the weighted average number of equity
shares outstanding during the period. Partly paid equity shares are treated as a fractionof an equity share to the extent that they are entitled to participate in
dividends relative to a fully paid equity share during the reporting period. The weighted average number of equity shares outstanding during the period is adjusted
for events such as bonus issue that have changed the number of equity shares outstanding, without a corresponding change in resources.
For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders and the weighted average number
of shares outstanding during the period are adjusted for the effects of all dilutive potential equity shares.
t) Cash and cash equivalents
TheGroupconsiders all highly liquid financial instruments, which are readily convertible into known amounts of cash that are subjectto an insignificant risk of
change in value and having original maturities of three months or less from the date of purchase, to be cash equivalents.
For the purpose of theconsolidatedstatement of cash flows, cash and cash equivalents consist of cash and short-term deposits, as defined above, net of outstanding
bank overdrafts as they are considered an integral part of theGroup’s cash management.
u) Cash dividend to equity holders of theHolding Company
TheHoldingCompanyrecognizes a liability to make cash distributions to equity holders of theHolding Companywhen the distribution is authorizedand the
distribution is no longer at the discretion of theHolding Company. Final dividends on shares are recorded as a liability on the date of approval by the shareholders
and interim dividends are recorded as a liability on the date of declaration by theHolding Company’sBoard of Directors.
271BrigadeHotel VenturesLimited
CIN: U74999KA2016PLC095986
Annexure V
Material Accounting Policies and Other Explanatory Notes to Restated Consolidated Summary Statements
All amounts in Rupees Millions, except as otherwise stated
2.2 Significant accountingjudgments, estimates and assumptions
The preparation of theGroup’srestated consolidated summary statementsrequires management to make judgments, estimates and assumptions that affect the
reported amounts of revenues, expenses, assets and liabilities, and the accompanyingdisclosures, and the disclosure of contingent liabilities. Uncertainty about
these assumptions and estimates could result in outcomes that require a material adjustment to the carrying amount of assetsor liabilities affected in future periods.
In the process of applying theGroup’s accounting policies, management makes judgment, estimates and assumptions which have the most significant effect on
the amounts recognized in therestated consolidated summary statements. The key judgment, estimates and assumptions concerning the future and other key
sources of estimation uncertainty at the reporting date, which have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities
within the next financial year, aredescribed below. TheGroupbased its judgments and assumptions and estimates on parameters available when therestated
consolidated summary statementswere prepared. Existing circumstances and assumptions about future developments, however, may change due to market changes
or circumstances arising that are beyond the control of theGroup. Such changes are reflected in the assumptions when they occur.
Significant accounting judgements, estimates and assumptions used by management are as below:
Defined benefit plans–Gratuity
The cost of the defined benefit gratuity plan and the present value ofthe gratuity obligation are determined using actuarial valuations. An actuarial valuation
involves making various assumptions that may differ from actual developments in the future. These include the determination of the discount rate, future salary
increases and mortality rates. Due to the complexities involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes
in these assumptions. All assumptions are reviewed at each reporting date.
The parameter most subject to change is the discount rate. In determining the appropriate discount rate for plans operated inIndia, the management considers the
interest rates of government bonds. The mortality rate is based on publicly available mortality tables. Those mortality tables tend to change only at interval in
response to demographic changes. Future salary increases are based on expected future inflation rates and expected salary increase thereon.
Useful life and residual value of property, plant and equipment and intangible assets
The useful life and residual value of property, plant and equipment and intangible assets are determined based on evaluationmade by the management of the
expected usage of the asset, the physical wear and tear and technical or commercial obsolescence of the asset. Due to the judgments involved in such estimates
the useful life and residual value are sensitive to the actual usage in future period.
Evaluation of control, joint control or significant influence by theGroupover its investee entity for disclosure
Judgment is involved in determining whether theGrouphas control over an investee entity by assessing theGroup’s exposure/rights to variable returns from its
involvement with the investee and its ability to affect those returns through its power over the investee entity. TheGroupconsiders all facts and circumstances
when assessing whether it controls an investee entity and reassess whether it controls an investee entity if facts and circumstances indicate that there are changes
to one or more elements of control. In assessing whether theGrouphas joint control over an investee theGroupassesses whether decisions about the relevant
activities require the unanimous consent of the parties sharing control. Further, in assessing whetherGrouphas significant influence over an investee, theGroup
assesses whether it has the power to participate in the financial and operating policy decisions of the investee, but is notin control or joint control of those policies.
Measurement of financial instruments at amortized cost
Financial instrumentare subsequently measured at amortized cost using the effective interest (‘EIR’) method.The computation of amortized cost is sensitive to
the inputs to EIR includingeffectiverate of interest, contractual cash flowsand theexpected life of the financial instrument.Changes in assumptions about these
inputscould affect the reported value of financial instruments.
272BrigadeHotel VenturesLimited
CIN: U74999KA2016PLC095986
Annexure V
Material Accounting Policies and Other Explanatory Notes to Restated Consolidated Summary Statements
All amounts in Rupees Millions, except as otherwise stated
2.3 Changes in accounting policies and disclosures
The Ministry of Corporate Affairs has notified the following amendments to Ind AS whichhave beenappliedby the Groupfor the first-time.
i. Ind AS 117 Insurance Contracts
The Ministry of corporate Affairs (MCA) notified the Ind AS 117, Insurance Contracts, vide notification dated August 12, 2024, under the Companies (Indian
Accounting Standards) Amendment Rules, 2024, which is effective from annual reporting periods beginning on or after April 01,2024.
Ind AS 117 Insurance Contracts is a comprehensive new accounting standard for insurance contracts covering recognition and measurement, presentation and
disclosure. Ind AS 117 replaces Ind AS 104 Insurance Contracts. Ind AS 117 applies to all types of insurance contracts, regardless of the type of entities that issue
them as well as to certain guarantees and financial instruments with discretionary participation features; a few scope exceptions will apply. Ind AS 117 is based
on a general model, supplemented by:
(cid:127) A specific adaptation for contracts with direct participation features (the variable fee approach)
(cid:127) A simplified approach (the premium allocation approach) mainly for short-duration contracts
The application of Ind AS 117 had no impact on the Group’srestatedconsolidatedsummarystatements.
ii. Amendment to Ind AS 116 Leases–Lease Liability in a Sale and Leaseback
The MCA notified the Companies (Indian Accounting Standards) Second Amendment Rules, 2024, which amend Ind AS 116, Leases, with respect to Lease
Liability in a Sale and Leaseback.
The amendment specifies the requirements that a seller-lessee uses in measuring the lease liability arising in a sale and leaseback transaction, to ensure the seller-
lessee does not recognise any amount of the gain or loss that relates to the right of useit retains.
The amendment is effective for annual reporting periods beginning on or after April 01, 2024 and must be applied retrospectively to sale and leaseback transactions
entered into after the date of initial application of Ind AS 116.
The amendment does not have a material impact on theGroup’srestatedconsolidatedsummarystatements.
iii. Definition of Accounting Estimates-Amendments to Ind AS 8
The amendments clarify the distinction between changes in accounting estimates, changes in accounting policies and the correction of errors, which is effective
from annual reporting periods beginning on or after April 01, 2023. It has also been clarified how entities use measurement techniques and inputs to develop
accounting estimates.
The amendment does not have a material impact on the Group’s restated consolidated summary statements.
iv. Disclosure of Accounting Policies-Amendments to Ind AS 1
The amendments aim to help entities provide accounting policy disclosures that are more useful by replacing the requirement for entities to disclose their
‘significant’ accounting policies with a requirement to disclose their ‘material’ accounting policies and adding guidance onhow entities apply the concept of
materiality in making decisions about accounting policy disclosures, which is effective from annual reporting periods beginning on or after April 01, 2023.
The amendments had an impact on the Group’s disclosures of accounting policies, but not on the measurement, recognition or presentation of any items in the
Group’s restated consolidated summary statements.
v. Deferred Tax related to Assets and Liabilities arising from a Single Transaction-Amendments to Ind AS 12
The amendments narrow the scope of the initial recognition exception under Ind AS 12, so that it no longer applies to transactions that give rise to equal taxable
and deductible temporary differences such as leases, which is effective from annual reporting periods beginning on or after April 01, 2023.
The Group previously recognised for deferred tax on leases on a net basis. As a result of these amendments, the Group has recognised a separate deferred tax asset
in relation to its lease liabilities and a deferred tax liability in relation to its right-of-use assets. Since, these balances qualify for offset as per the requirements of
Ind AS 12, there is no impact in the balance sheet. There was also no impact on the opening retained earnings.
Apart from these,consequential amendments and editorials have been made to other Ind AS to the extent possible like Ind AS 101, Ind AS 102, Ind AS 103, Ind
AS 107, Ind AS 109, Ind AS 115 and Ind AS 34.
273Brigade Hotel Ventures Limited
CIN: U74999KA2016PLC095986
Annexure V
Material Accounting Policies and Other Explanatory Notes to Restated Consolidated Summary Statements
All amounts in Rupees Millions, except as otherwise stated
3.1 Property, plant and equipment
Leasehold Office
Freehold land Plant & Electrical Office equipment Computer Motor Furniture &
Buildings Total
land (ROU machinery installation equipment (ROU hardware vehicles fixtures
Assets)* Assets)*
Cost
At April 01, 2022 387.20 572.90 6,408.00 1,204.80 540.50 626.00 - 132.70 19.60 1,705.20 11,596.90
Additions - - 14.60 2.70 1.30 12.60 - 6.50 1.10 1.70 40.50
Disposals (6.50) - (91.30) (5.20) - - - - (1.10) (12.20) (116.30)
At March 31, 2023 380.70 572.90 6,331.30 1,202.30 541.80 638.60 - 139.20 19.60 1,694.70 11,521.10
Additions - 600.00 31.10 9.00 3.10 24.00 - 3.40 - 22.60 693.20
Disposals - - (36.00) (11.20) (0.20) (16.20) - (0.90) - (8.70) (73.20)
At March 31, 2024 380.70 1,172.90 6,326.40 1,200.10 544.70 646.40 - 141.70 19.60 1,708.60 12,141.10
Additions 7.50 179.00 641.80 91.60 94.90 83.30 33.40 23.20 1.40 127.40 1,283.50
Disposals - - - (0.70) (11.50) (23.10) - (2.90) (1.10) (2.00) (41.30)
At March 31, 2025 388.20 1,351.90 6,968.20 1,291.00 628.10 706.60 33.40 162.00 19.90 1,834.00 13,383.30
Depreciation
At April 01, 2022 - 47.10 1,627.30 703.20 361.20 532.20 - 116.40 13.00 1,405.20 4,805.60
Charge for the year - 16.00 227.10 75.70 40.60 43.30 - 7.10 1.50 74.60 485.90
Disposals - - (23.60) (3.20) - - - - (0.90) (10.10) (37.80)
At March 31, 2023 - 63.10 1,830.80 775.70 401.80 575.50 - 123.50 13.60 1,469.70 5,253.70
Charge for the year - 18.10 213.50 64.10 33.10 29.50 - 10.90 1.50 61.30 432.00
Disposals - - (19.20) (8.90) (0.20) (15.60) - (0.80) - (8.10) (52.80)
At March 31, 2024 - 81.20 2,025.10 830.90 434.70 589.40 - 133.60 15.10 1,522.90 5,632.90
Charge for the year - 42.20 222.50 62.20 39.20 37.30 8.30 8.10 1.30 71.90 493.00
Disposals - - - (0.50) (10.90) (22.30) - (2.90) (1.00) (1.90) (39.50)
At March 31, 2025 - 123.40 2,247.60 892.60 463.00 604.40 8.30 138.80 15.40 1,592.90 6,086.40
Impairment
At April 01, 2022 - - 77.50 11.90 4.60 6.10 - - - 9.90 110.00
Charge for the year - - - - - - - - - - -
Reversal - - (77.50) (11.90) (4.60) (6.10) - - - (9.90) (110.00)
At March 31, 2023 - - - - - - - - - - -
Charge for the year - - - - - - - - - - -
Reversal - - - - - - - - - - -
At March 31, 2024 - - - - - - - - - - -
Charge for the year - - - - - - - - - - -
Reversal - - - - - - - - - - -
At March 31, 2025 - - - - - - - - - - -
Net book value
At March 31, 2023 380.70 509.80 4,500.50 426.60 140.00 63.10 - 15.70 6.00 225.00 6,267.40
At March 31, 2024 380.70 1,091.70 4,301.30 369.20 110.00 57.00 - 8.10 4.50 185.70 6,508.20
At March 31, 2025 388.20 1,228.50 4,720.60 398.40 165.10 102.20 25.10 23.20 4.50 241.10 7,296.90
274Brigade Hotel Ventures Limited
CIN: U74999KA2016PLC095986
Annexure V
Material Accounting Policies and Other Explanatory Notes to Restated Consolidated Summary Statements
All amounts in Rupees Millions, except as otherwise stated
Impairment Loss
AsatApril01,2022,theimpairmentlossamountedtoRs.110.00millions,whichrepresentedthewrite-downvalueofcertainproperty,plantandequipmenttoits
recoverableamountasaresultoftheimpactofCovid-19pandemic.Therecoverableamountofsuchproperty,plantandequipmentwasbasedonvalueinuseand
was determined at the level of the cash generating unit ('CGU') being individual hotel property.
ConsideringtheweakeningoftheimpactofCovid-19pandemicandtherecoveryintheGroup’sbusinessoperationsthereon,theGrouphasupdateditsbusiness
projectionstakingintoaccount thecurrentconditionsand theamendedforecasts forthefutureperiodsforthepurposeofdeterminingtherevisedrecoverable
amountoftheaforesaidproperty,plantandequipmentasatMarch31,2023.Sincetherevisedrecoverableamountexceedsthewrite-downvalueofsuchproperty,
plantandequipmentasatMarch31,2023,theGrouphasreversedtheimpairmentlossofRs.110.00millionsandrecognisedinthestatementofprofitandlossas
exceptional item during the year ended March 31, 2023.
TherecoverableamountoftheCGUcomprisingoftwohotelpropertiesasatMarch31,2023wasRs.3,093.20millions,whichwasbasedonvalueinuseandwas
determined at the level of the CGU. In determining value in use for the CGU, the cash flows were discounted at a rate of 10% on a pre-tax basis.
Capitalised borrowing costs
Refer note 4 for details of capitalised borrowing costs.
Assets under construction
Refer note 4 for details of capital work in progress.
Assets pledged
Refer note 14 for details of assets pledged as security for borrowings.
Right-of-use assets
* Represents Right-of-use assets. Also refer note 28 for details.
Title deeds of immovable properties
Thetitledeedsofimmovableproperties(otherthanpropertieswheretheHoldingCompanyisthelesseeandtheleaseagreementsaredulyexecutedinfavourof
the lessee) included in property, plant and equipment are held in the name of the Holding Company.
Theproperty,plantandequipmentoftheHoldingCompanyincludeland,buildingsandotherassetswithagrosscarryingvalueofRs.3,516.80millions,which
wereacquiredbytheHoldingCompanyfromitsUltimateParentCompany-BrigadeEnterprisesLimitedpursuanttotheSchemeofArrangementbetweenthe
HoldingCompanyand its Ultimate Parent Companyand their respectiveshareholders and creditors in terms ofthe provisions ofSections 230 to 233 ofthe
CompaniesAct,2013totransferthehotelbusinessundertakings,includingtheaforesaidland,buildingsandotherassets,totheHoldingCompany(hereinafter
referredtoas“theScheme”).TheSchemewasapprovedbyNationalCompanyLawTribunal(‘NCLT’)onMarch13,2018withanappointeddateofOctober01,
2016 and was filed with the Registrar of Companies, Karnataka on April 01, 2018.
275Brigade Hotel Ventures Limited
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Annexure V
Material Accounting Policies and Other Explanatory Notes to Restated Consolidated Summary Statements
All amounts in Rupees Millions, except as otherwise stated
3.2 Intangible Assets
Computer
Total
Software
Cost
At April 01, 2022 94.00 94.00
Additions - -
Disposals - -
At March 31, 2023 94.00 94.00
Additions - -
Disposals - -
At March 31, 2024 94.00 94.00
Additions 14.30 14.30
Disposals - -
At March 31, 2025 108.30 108.30
Amortization
At April 01, 2022 73.20 73.20
Charge for the year 7.60 7.60
Disposals - -
At March 31, 2023 80.80 80.80
Charge for the year 4.40 4.40
Disposals - -
At March 31, 2024 85.20 85.20
Charge for the year 5.00 5.00
Disposals - -
At March 31, 2025 90.20 90.20
Net book value
At March 31, 2023 13.20 13.20
At March 31, 2024 8.80 8.80
At March 31, 2025 18.10 18.10
276Brigade Hotel Ventures Limited
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Annexure V
Material Accounting Policies and Other Explanatory Notes to Restated Consolidated Summary Statements
All amounts in Rupees Millions, except as otherwise stated
4 Capital work in progress
Property Plant
Total
and Equipment
At April 01, 2022 236.50 236.50
Additions during the year 90.70 90.70
Less: Capitalised during the year (33.30) (33.30)
At March 31, 2023 293.90 293.90
Additions during the year 463.60 463.60
Less: Capitalised during the year (40.70) (40.70)
At March 31, 2024 716.80 716.80
Additions during the year 556.90 556.90
Less: Capitalised during the year (1,071.00) (1,071.00)
At March 31, 2025 202.70 202.70
Capital work in progress ageing schedule
Amount in Capital work in progress for the period of Total
<1 Year 1-2 years 2-3 years >3 years
At March 31, 2025
Projects in progress 155.60 22.00 1.50 23.60 202.70
Projects temporarily suspended - - - - -
Total 155.60 22.00 1.50 23.60 202.70
At March 31, 2024
Projects in progress 444.80 40.30 7.70 224.00 716.80
Projects temporarily suspended - - - - -
Total 444.80 40.30 7.70 224.00 716.80
At March 31, 2023
Projects in progress 60.60 8.20 13.10 212.00 293.90
Projects temporarily suspended - - - - -
Total 60.60 8.20 13.10 212.00 293.90
Notes:
1.Theamountofborrowingcosts capitalisedduringtheyearendedMarch31,2025 wasRs.23.70millions(March31,2024:Rs.16.50millions,
March31,2023:Rs.0.80millions)andthecapitalisationrateusedtodeterminetheamountofborrowingcostseligibleforcapitalisationwas9-10%
p.a.
2. Refer note 14 for details of assets pledged as security for borrowings.
3. There are no project whose completion is overdue nor has exceeded its cost compared to its original plan.
277Brigade Hotel Ventures Limited
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Annexure V
Material Accounting Policies and Other Explanatory Notes to Restated Consolidated Summary Statements
All amounts in Rupees Millions, except as otherwise stated
5 Non-Current Investments
March 31, 2025 March 31, 2024 March 31, 2023
Unquoted
Investments at fair value through profit or loss
Investment in equity shares
55,655 (March 31, 2024 - 55,655, March 31, 2023 - 55,655) Equity Shares of ₹10/- each fully 0.60 0.60 0.60
paid up in Aban Green Power Private Limited*
Investments carried at amortised cost
Investment in Government / Trust securities
-National Savings Certificate** - - -
Total Investments 0.60 0.60 0.60
a) Aggregate book value/market value of quoted investments - - -
b) Aggregate value of unquoted investments 0.60 0.60 0.60
c) Aggregate amount of impairment in value of investments - - -
*ThesubsidiaryhasinvestedinanenergygeneratingcompanyaspertheregulationofElectricityAct.Aspershareholderagreemententeredintobythesubsidiary,
thesharesarerequiredtobetransferredbackatcost.Accordingly,thecostofinvestmentrepresentsthefairvalueoftheinvestmentsandhencethecostequalsthefair
value.
**Represents Rs.5,000 as investment in National Savings Certificate
6 Other financial assets
(Unsecured, considered good)
Non-current Current
March 31, 2025 March 31, 2024 March 31, 2023 March 31, 2025 March 31, 2024 March 31, 2023
Margin money deposits with banks* 65.10 64.70 61.20 - - -
Deposits with original and remaining 49.10 25.30 - - - -
maturity of more than 12 months
Security deposit 5.80 14.90 21.60 73.50 4.20 4.20
Interest accrued 0.50 0.30 0.30 7.00 7.00 7.20
Unbilled revenue - - - 17.00 17.50 9.70
120.50 105.20 83.10 97.50 28.70 21.10
*Margin money deposits have been made towards borrowings, letter of credit and bank guarantee facilities availed by the Group from banks. Refer note 14 for details
of deposits pledged as security for borrowings.
278Brigade Hotel Ventures Limited
CIN: U74999KA2016PLC095986
Annexure V
Material Accounting Policies and Other Explanatory Notes to Restated Consolidated Summary Statements
All amounts in Rupees Millions, except as otherwise stated
7 Income tax
7.1 Deferred tax
March 31, 2025 March 31, 2024 March 31, 2023
Deferred tax liabilities
Property, plant and equipment and intangible assets- Impact of difference between tax depreciation and 239.80 252.90 231.50
depreciation/amortization charged for the financial reporting
Right of use assets 315.50 317.90 148.50
Impact relating to compound financial instruments 97.10 158.80 197.20
Gross deferred tax liabilities 652.40 729.60 577.20
Deferred tax assets
Unused tax losses 821.40 1,106.50 1,125.10
Lease liabilities 352.90 376.10 196.60
Impact of expenditure charged to the statement of profit and loss in the current year and 13.60 28.60 46.70
allowed for tax purposes in a subsequent year on payment basis
Impact of accounting for financial instruments at amortized cost 38.80 - -
Gross deferred tax assets 1,226.70 1,511.20 1,368.40
Net deferred tax assets 574.30 781.60 791.20
Notes:
TheTaxationLaws(Amendment)Ordinance,2019('theOrdinance’)providesanoptiontodomesticcompaniestopayincome-taxatalowerrateof25.17%insteadof
thenormalrateof29.12%,ifitoptsfornotavailingofcertainspecifiedexemptionsorincentives.TheHoldingCompanyanditssubsidiaryhavemadeanassessment
oftheimpactoftheOrdinanceandhavedecidedtooptforthelowertaxrateof25.17%.Consequently,deferredtaxchargeforyearendedMarch31,2025ishigherby
Rs. 93.80 millions.
Theunusedtaxlossestowardsbusinessloss[DeferredtaxassetsofRs.82.50millions(March31,2024:Rs.258.20millions,March31,2023:Rs.277.60millions)]
canbecarriedforwardforamaximumperiodofeight financialyearsimmediatelysucceedingthefinancialyearin whichthelosswasfirstcomputedandwould
expire,ifnot utilised, startingfrom financialyear 2029-2030. Further, the unused taxlosses towards unabsorbed depreciation [Deferred taxassets ofRs.738.90
millions (March 31, 2024: Rs.848.30 millions, March 31, 2023: Rs.847.50 millions)] can be carried forward for an indefinite period.
Reconciliation of deferred tax asset (net)
March 31, 2025 March 31, 2024 March 31, 2023
Opening balance 781.60 791.20 800.60
Deferred tax recognised in profit or loss (208.50) (9.40) 14.50
Deferred tax recognised in other equity - - (23.20)
Deferred tax recognised in OCI 1.20 (0.20) (0.70)
Closing balance of deferred tax assets (net) 574.30 781.60 791.20
279Brigade Hotel Ventures Limited
CIN: U74999KA2016PLC095986
Annexure V
Material Accounting Policies and Other Explanatory Notes to Restated Consolidated Summary Statements
All amounts in Rupees Millions, except as otherwise stated
Movement in deferred tax assets (net) for the year ended March 31, 2023 Balance as at Recognised in Recognised in OCI Recognised in Balance as at
April 01, 2022 statement Other equity March 31,
profit or loss 2023
(a) Deferred tax liabilities
Property, plant and equipment and intangible assets- Impact of difference 144.80 86.70 - - 231.50
between tax depreciation and depreciation/amortization charged for the
financial reporting
Right of use assets 153.10 (4.60) - - 148.50
Impact relating to compound financial instruments 207.90 (33.90) - 23.20 197.20
505.80 48.20 - 23.20 577.20
(b) Deferred tax assets
Unused tax losses 1,084.70 40.40 - - 1,125.10
Lease liabilities 193.00 3.60 - - 196.60
Impact of expenditure charged to the statement of profit and loss in the current 28.70 18.70 (0.70) - 46.70
year and allowed for tax purposes in a subsequent year on payment basis
1,306.40 62.70 (0.70) - 1,368.40
Net deferred tax assets (b) - (a) 800.60 14.50 (0.70) (23.20) 791.20
Movement in deferred tax assets (net) for the year ended March 31, 2024 Balance as at Recognised in Recognised in OCI Recognised in Balance as at
April 01, 2023 statement Other equity March 31,
profit or loss 2024
(a) Deferred tax liabilities
Property, plant and equipment and intangible assets- Impact of difference 231.50 21.40 - - 252.90
between tax depreciation and depreciation/amortization charged for the
financial reporting
Right of use assets 148.50 169.40 - - 317.90
Impact relating to compound financial instruments 197.20 (38.40) - - 158.80
577.20 152.40 - - 729.60
(b) Deferred tax assets
Unused tax losses 1,125.10 (18.60) - - 1,106.50
Lease liabilities 196.60 179.50 - - 376.10
Impact of expenditure charged to the statement of profit and loss in the current 46.70 (17.90) (0.20) - 28.60
year and allowed for tax purposes in a subsequent year on payment basis
1,368.40 143.00 (0.20) - 1,511.20
Net deferred tax assets (b) - (a) 791.20 (9.40) (0.20) - 781.60
Movement in deferred tax assets (net) for the year ended March 31, 2025 Balance as at Recognised in Recognised in OCI Recognised in Balance as at
April 01, 2024 statement Other equity March 31,
profit or loss 2025
(a) Deferred tax liabilities
Property, plant and equipment and intangible assets- Impact of difference 252.90 (13.10) - - 239.80
between tax depreciation and depreciation/amortization charged for the
financial reporting
Right of use assets 317.90 (2.40) - - 315.50
Impact relating to compound financial instruments 158.80 (61.70) - - 97.10
729.60 (77.20) - - 652.40
(b) Deferred tax assets
Unused tax losses 1,106.50 (285.10) - - 821.40
Lease liabilities 376.10 (23.20) - - 352.90
Impact of expenditure charged to the statement of profit and loss in the current 28.60 (16.20) 1.20 - 13.60
period and allowed for tax purposes in a subsequent year on payment basis
Impact of accounting for financial instruments at amortized cost - 38.80 - - 38.80
1,511.20 (285.70) 1.20 - 1,226.70
Net deferred tax assets (b) - (a) 781.60 (208.50) 1.20 - 574.30
280Brigade Hotel Ventures Limited
CIN: U74999KA2016PLC095986
Annexure V
Material Accounting Policies and Other Explanatory Notes to Restated Consolidated Summary Statements
All amounts in Rupees Millions, except as otherwise stated
7.2 Tax expense
The major components of income tax expense are:
March 31, 2025 March 31, 2024 March 31, 2023
Profit or Loss section
Current tax
Current income tax charge - - -
Deferred tax credit
Relating to origination and reversal of temporary differences 208.50 9.40 (14.50)
Income tax expense/(credit) reported in the statement of profit and loss 208.50 9.40 (14.50)
OCI Section
Deferred tax related to items recognised in OCI during the year
Income tax relating to re-measurement (gains)/ losses on defined benefit plans 1.20 (0.20) (0.70)
Income tax (expense)/credit reported in OCI 1.20 (0.20) (0.70)
Reconciliation of tax expense and the accounting profit multiplied by India’s domestic tax rate
March 31, 2025 March 31, 2024 March 31, 2023
Restated Accounting profit/(loss) before income tax 445.10 320.80 (45.40)
Statutory income tax rate
Tax at statutory income tax rate 25.17% (March 31, 2024: 29.12% / 27.82%, March 31, 2023: 29.12% / 27.82%) 112.00 92.60 (13.50)
Tax effect on recognition of unrecognised tax loss in subsidiary - (80.20) -
Tax effect due to change in rate 93.80 - -
Tax effect of other items, net 2.70 (3.00) (1.00)
Tax expense reported in the statement of profit and loss 208.50 9.40 (14.50)
7.3 Current tax assets (net)
March 31, 2025 March 31, 2024 March 31, 2023
Current tax assets (net) 105.60 55.50 45.00
105.60 55.50 45.00
8 Other assets
(Unsecured, considered good)
Non-current Current
March 31, 2025 March 31, 2024 March 31, 2023 March 31, 2025 March 31, 2024 March 31, 2023
Balances with statutory / government authorities 10.30 6.60 6.20 61.70 89.30 248.60
Advance to suppliers - - - 34.70 24.70 29.00
Capital advances 266.60 6.80 5.20 - - -
Prepaid expenses 0.90 2.00 2.30 161.00 49.40 36.80
Advance to employees - - - 3.00 4.30 2.50
Other assets - - - 0.50 - -
277.80 15.40 13.70 260.90 167.70 316.90
281Brigade Hotel Ventures Limited
CIN: U74999KA2016PLC095986
Annexure V
Material Accounting Policies and Other Explanatory Notes to Restated Consolidated Summary Statements
All amounts in Rupees Millions, except as otherwise stated
9 Inventories
(valued at lower of cost and net realisable value)
March 31, 2025 March 31, 2024 March 31, 2023
Food and beverages 61.90 52.30 37.50
Stores and spares 5.20 6.80 6.10
67.10 59.10 43.60
For details of inventories pledged as security for borrowings refer note 14
10 Trade receivables
(unsecured)
March 31, 2025 March 31, 2024 March 31, 2023
Trade receivables - considered good
Receivables from related parties (refer note 29) 4.60 5.60 6.00
Receivables from others parties 225.50 212.00 200.90
Trade receivables - credit impaired
Receivables from others parties 5.50 7.00 12.90
Total trade receivables 235.60 224.60 219.80
Impairment allowance (allowance for bad and doubtful debts)
Trade receivables - credit impaired
Receivables from others parties (5.50) (7.00) (12.90)
Total trade receivables 230.10 217.60 206.90
Note: Refer note 14 for details of trade receivables pledged as security for borrowings.
a. Details of provision for impairment is as below: March 31, 2025 March 31, 2024 March 31, 2023
Balance at the beginning of the year 7.00 12.90 15.30
Add: Provision made during the year - - 7.30
Less: reversal during the year (1.50) (5.90) -
Less: written off during the year - - (9.70)
Balance at the end of the year 5.50 7.00 12.90
282Brigade Hotel Ventures Limited
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Annexure V
Material Accounting Policies and Other Explanatory Notes to Restated Consolidated Summary Statements
All amounts in Rupees Millions, except as otherwise stated
b. Trade receivables ageing schedule:
Particulars Outstanding for the following periods from due date of payment Total
< 6 months 6 months- 1-2 years 2-3 years > 3 Years
1 year
March 31, 2025
Undisputed, considered good 207.00 0.70 - - - 207.70
Undisputed, credit impaired 0.50 0.70 1.30 1.50 - 4.00
Disputed, considered good - - - - 22.40 22.40
Disputed, credit impaired - - - - 1.50 1.50
Total 207.50 1.40 1.30 1.50 23.90 235.60
March 31, 2024
Undisputed, considered good 192.80 2.40 - - - 195.20
Undisputed, credit impaired - 0.80 4.30 0.40 - 5.50
Disputed, considered good - - - - 22.40 22.40
Disputed, credit impaired - - - - 1.50 1.50
Total 192.80 3.20 4.30 0.40 23.90 224.60
March 31, 2023
Undisputed, considered good 177.80 6.70 - - - 184.50
Undisputed, credit impaired 3.60 5.40 2.20 0.20 - 11.40
Disputed, considered good - - - - 22.40 22.40
Disputed, credit impaired - - - - 1.50 1.50
Total 181.40 12.10 2.20 0.20 23.90 219.80
Notes:
1. Trade receivable are non interest bearing and are due from the date of transactions.
2. The Group applies the expected credit loss (ECL) model for measurement and recognition ofimpairment losses on trade receivables. The Group follows the
simplifiedapproachforrecognitionofimpairmentallowanceontradereceivables.TheapplicationofthesimplifiedapproachdoesnotrequiretheGroup totrack
changes in credit risk. Rather, it recognises impairment allowance based on lifetime ECLs at each reporting date. ECLimpairment loss allowance (or reversal)
recognisedduringtheyearisrecognisedintheConsolidatedStatementofProfitandLoss.Thisamountisreflectedunderthehead‘otherexpenses/otherincome’in
the Consolidated Statement of Profit and Loss.
3. Trade receivable include receivable due from directors and other related parties
Particulars March 31, 2025 March 31, 2024 March 31, 2023
WTC Trades & Projects Private Limited ['WTC'] 0.40 2.90 -
Brigade Hospitality Services Limited ['BHSL'] 0.00 0.00 -
Brigade Innovations LLP ['BILLP'] 0.10 0.00 -
Brigade Properties Private Limited['BPPL'] - 0.40 -
Brigade Gujarat Projects Private Limited ['BGPPL'] 0.80 0.10 0.10
Brigade Flexible Office Spaces Private Limited ['BFOS'] 0.00 0.00 -
Mysore Holdings Private Limited ['MHPL'] - 0.20 -
Perungudi Real Estates Private Limited ['PREPL'] 0.20 - -
SRP Gears Pvt Ltd ['SRP Gears'] - 0.00 -
Brigade Enterprises Limited ['BEL'] 3.00 1.50 5.90
Subramanian Engineering Limited [ 'SEL'] 0.20 0.40 -
Mr. Badri Palaniappan - - 0.00
283Brigade Hotel Ventures Limited
CIN: U74999KA2016PLC095986
Annexure V
Material Accounting Policies and Other Explanatory Notes to Restated Consolidated Summary Statements
All amounts in Rupees Millions, except as otherwise stated
11.1 Cash and cash equivalents
March 31, 2025 March 31, 2024 March 31, 2023
Cash on hand 2.70 2.70 1.60
Balances with banks:
– in current accounts 94.50 76.80 76.00
– in deposit accounts with original maturity less than 3 months 10.40 - -
Cheques on hand 0.10 0.30 -
107.70 79.80 77.60
Changes in liabilities arising from financing activities:
Particulars Non-current Current Interest Total
borrowings borrowings accrued and
not due on
borrowings
Balance as at April 01, 2022 5,873.20 981.30 (0.00) 6,854.50
Cash inflows 267.90 - - 267.90
Cash outflows (1,025.10) - - (1,025.10)
Accrual of finance cost (other than interest on lease liability) - - 622.50 622.50
Interest paid (other than interest on lease liability) - - (508.30) (508.30)
Accrual of interest on loans from related parties 114.00 - (114.00) -
Reclassification of equity component of interest-free loan to equity (80.00) - - (80.00)
Change in bank overdraft - 193.70 - 193.70
Others* (139.50) 139.50 - -
Balance as at March 31, 2023 5,010.50 1,314.50 0.20 6,325.20
Cash inflows 1,156.90 - - 1,156.90
Cash outflows (1,431.40) - - (1,431.40)
Accrual of finance cost (other than interest on lease liability) - - 612.60 612.60
Interest paid (other than interest on lease liability) - - (478.70) (478.70)
Accrual of interest 133.50 - (133.50) -
Change in bank overdraft - (172.10) - (172.10)
Others* 621.80 (621.80) - -
Balance as at March 31, 2024 5,491.30 520.60 0.60 6,012.50
Cash inflows 183.20 - - 183.20
Cash outflows (471.80) - - (471.80)
Accrual of finance cost (other than interest on lease liability) - - 593.10 593.10
Interest paid (other than interest on lease liability) - - (444.20) (444.20)
Accrual of interest 149.10 - (149.10) -
Redemption of debentures (5.40) - - (5.40)
Change in bank overdraft - 306.20 - 306.20
Others* (412.50) 412.50 - -
Balance as at March 31, 2025 4,933.90 1,239.30 0.40 6,173.60
* Others indicate the effect of movement between current and non-current borrowings basis the balance repayment period.
284Brigade Hotel Ventures Limited
CIN: U74999KA2016PLC095986
Annexure V
Material Accounting Policies and Other Explanatory Notes to Restated Consolidated Summary Statements
All amounts in Rupees Millions, except as otherwise stated
11.2 Bank balances other than cash and cash equivalents
Non-current Current
March 31, 2025 March 31, 2024 March 31, 2023 March 31, 2025 March 31, 2024 March 31, 2023
Balances with banks:
Margin money deposits 65.10 64.70 61.20 - - -
Deposits with original and remaining 49.10 25.30 - - - -
maturity of more than 12 months
Deposits with original maturity of - - - 115.90 122.80 232.50
more than 3 months but not more
than 12 months
114.20 90.00 61.20 115.90 122.80 232.50
Less: Disclosed under non-current (114.20) (90.00) (61.20) - - -
financial assets (refer note 6)
- - - 115.90 122.80 232.50
Note: Deposits earned interest based on the bank deposit rates.
Break up of financial assets carried at amortised cost March 31, 2025 March 31, 2024 March 31, 2023
Investments (note 5) 0.60 0.60 0.60
Other financial assets (note 6) 218.00 133.90 104.20
Trade receivables (note 10) 230.10 217.60 206.90
Cash and cash equivalents (note 11.1) 107.70 79.80 77.60
Bank balances other than cash and cash equivalents (note 11.2) 115.90 122.80 232.50
672.30 554.70 621.80
285Brigade Hotel Ventures Limited
CIN: U74999KA2016PLC095986
Annexure V
Material Accounting Policies and Other Explanatory Notes to Restated Consolidated Summary Statements
All amounts in Rupees Millions, except as otherwise stated
12.1 Equity share capital
Authorised share capital March 31, 2025 March 31, 2024 March 31, 2023
No. in Millions Rs. No. in Millions Rs. No. in Millions Rs.
Equity shares of Rs.10 each:
Balance at the beginning of the year 9.00 90.00 9.00 90.00 9.00 90.00
Changes during the year 441.00 4,410.00 - - - -
Balance at the end of the year 450.00 4,500.00 9.00 90.00 9.00 90.00
Issued, subscribed and fully paid- up share capital March 31, 2025 March 31, 2024 March 31, 2023
No. in Millions Rs. No. in Millions Rs. No. in Millions Rs.
Equity shares of Rs.10 each:
Balance at the beginning of the year 1.00 10.00 1.00 10.00 1.00 10.00
Changes during the year 280.43 2,804.30 - - - -
Balance at the end of the year 281.43 2,814.30 1.00 10.00 1.00 10.00
Terms/ rights attached to equity shares
TheHoldingCompanyhasonlyoneclassofequityshareshavingaparvalueofRs.10pershare.Eachholderofequityisentitledtoonevotepershare.TheHolding
CompanydeclaresandpaysdividendinIndianRupees.ThedividendproposedbytheBoardofdirectorsissubjecttotheapprovaloftheshareholdersintheensuingAnnual
General Meeting.
IneventofliquidationoftheHoldingCompany,theholdersofequityshareswouldbeentitledtoreceiveremainingassetsoftheHoldingCompany,afterdistributionofall
preferential amounts. The distribution will be in proportion to the number of equity shares held by the shareholders.
(a) Shares held by ultimate parent company
March 31, 2025 March 31, 2024 March 31, 2023
Brigade Enterprises Limited, the ultimate parent company
281.43 million (March 31, 2024 - 1.00 million, March 31, 2023 - 1.00 million) Equity shares of Rs.10 each 2,814.30 10.00 10.00
(b) Details of shareholders holding more than 5% shares in the Holding Company:
March 31, 2025 March 31, 2024 March 31, 2023
No. in Millions % holding No. in Millions % holding No. in Millions % holding
Equity shares of Rs.10 each fully paid
Brigade Enterprises Limited, the ultimate parent company 281.43 100% 1.00 100% 1.00 100%
286Brigade Hotel Ventures Limited
CIN: U74999KA2016PLC095986
Annexure V
Material Accounting Policies and Other Explanatory Notes to Restated Consolidated Summary Statements
All amounts in Rupees Millions, except as otherwise stated
(c) Shares held by promoters
As at March 31, 2025
Promoter Name No. of shares at Change during the No. of shares at % of total % change
the beginning of year the end of the shares during the year
the year (in millions) year
(in millions) (in millions)
Equity shares of Rs.10 each fully paid
Brigade Enterprises Limited, the ultimate parent company 1.00 280.43 281.43 100.00% 28043.00%
As at March 31, 2024
Promoter Name No. of shares at Change during the No. of shares at % of total % change
the beginning of year the end of the shares during the year
the year (in millions) year
(in millions) (in millions)
Equity shares of Rs.10 each fully paid
Brigade Enterprises Limited, the ultimate parent company 1.00 - 1.00 100.00% -
As at March 31, 2023
Promoter Name No. of shares at Change during the No. of shares at % of total % change
the beginning of year the end of the shares during the year
the year (in millions) year
(in millions) (in millions)
Equity shares of Rs.10 each fully paid
Brigade Enterprises Limited, the ultimate parent company 1.00 - 1.00 100.00% -
d) For details of shares reserved for issue under options, refer note 12.2
12.2 Instruments entirely equity in nature
Authorised share capital
March 31, 2025 March 31, 2024 March 31, 2023
No. in Millions Rs. No. in Millions Rs. No. in Millions Rs.
Optionally Convertible Redeemable Preference Shares of Rs.100 each ('OCRPS'):
Balance at the beginning of the year 28.10 2,810.00 28.10 2,810.00 28.10 2,810.00
Changes during the year (28.10) (2,810.00) - - - -
Balance at the end of the year - - 28.10 2,810.00 28.10 2,810.00
0.01% B Series Cumulative Compulsory Convertible Preference Shares of Rs.100 each (CCPS):
Balance at the beginning of the year 0.30 30.00 0.30 30.00 0.30 30.00
Changes during the year - - - - - -
Balance at the end of the year 0.30 30.00 0.30 30.00 0.30 30.00
287Brigade Hotel Ventures Limited
CIN: U74999KA2016PLC095986
Annexure V
Material Accounting Policies and Other Explanatory Notes to Restated Consolidated Summary Statements
All amounts in Rupees Millions, except as otherwise stated
Issued, subscribed and fully paid- up share capital
March 31, 2025 March 31, 2024 March 31, 2023
No. in Millions Rs. No. in Millions Rs. No. in Millions Rs.
OCRPS of Rs.100 each:
Balance at the beginning of the year 28.04 2,804.30 28.04 2,804.30 28.04 2,804.30
Changes during the year (28.04) (2,804.30) - - - -
Balance at the end of the year - - 28.04 2,804.30 28.04 2,804.30
0.01% B Series CCPS of Rs.100 each:
Balance at the beginning of the year 0.15 15.00 0.15 15.00 0.15 15.00
Changes during the year - - - - - -
Balance at the end of the year 0.15 15.00 0.15 15.00 0.15 15.00
Total 0.15 15.00 28.19 2,819.30 28.19 2,819.30
Terms of conversion/ redemption of OCRPS issued by the Holding Company
OCRPShasbeenissuedcarryingacouponof0.01%(pointzeroonepercent)perannumcalculatedonthefacevalueofsuchOCRPS.TheholderofOCRPSmayatanytime
priortotheexpiryof20(twenty)yearsexercisetheoptiontoconverttheOCRPStoequityshares.EachOCRPSshallbeconvertibleinto10(ten)equitysharesorlesser
number based on the consent of the holder. The holder of OCRPS shall be entitled to voting rights as per the Companies Act, 2013.
The holder has confirmed compulsoryconversion of the OCRPSinto equityshares in the ratioof 1:10and accordinglyOCRPShasbeen recordedand disclosed as
"Instruments entirely equity in nature".
WitheffectfromMay10,2024,pursuanttotheoptionexercisedbytheholderoftheOCRPSandapprovaloftheBoardofDirectorsoftheHoldingCompany,2,80,43,000
OCRPShavebeenconvertedto28,04,30,000equitysharesoftheHoldingCompanyofRs.10/-eachataratioof1:10(i.e.,10EquitySharesissuedforevery1OCRPSheld
by the holder of the OCRPS).
Terms of conversion/ redemption of CCPS issued by the subsidiary
BSeriesCumulativeCompulsoryConvertiblePreferenceSharesholdermayatanytimepriortoexpiryofnineyearsexercisetheoptiontoconverttotenequitysharesfor
everyonepreferenceshareheld.ThedividendispayableasmaybedecidedbytheBoardofDirectorsofthesubsidiary.Thepreferencesharesrankaheadoftheequity
shares in the event of a liquidation. The holder of CCPS shall be entitled to voting rights as per the Companies Act, 2013.
(a) Shares held by ultimate parent company
March 31, 2025 March 31, 2024 March 31, 2023
Brigade Enterprises Limited, the ultimate parent company
Nil (March 31, 2024 - 280,43,000, March 31, 2023 - 280,43,000) OCRPS of Rs.100 each - 2,804.30 2,804.30
1,50,000 (March 31, 2024 - 1,50,000, March 31, 2023 - 1,50,000) 15.00 15.00 15.00
0.01% B Series CCPS of Rs.100 each
288Brigade Hotel Ventures Limited
CIN: U74999KA2016PLC095986
Annexure V
Material Accounting Policies and Other Explanatory Notes to Restated Consolidated Summary Statements
All amounts in Rupees Millions, except as otherwise stated
(b) Details of shareholders holding more than 5% shares
March 31, 2025 March 31, 2024 March 31, 2023
No. in millions % holding No. in millions % holding No. in millions % holding
OCRPS of Rs. 100 each :
Brigade Enterprises Limited, the ultimate parent company - - 28.04 100% 28.04 100%
0.01% B Series CCPS of Rs. 100 each :
Brigade Enterprises Limited, the ultimate parent company 0.15 100% 0.15 100% 0.15 100%
(c) Shares held by promoters
As at March 31, 2025
Promoter Name No. of shares Change during the No. of shares % of Total % change
at the year at the end of Shares during the
beginning of (in millions) the year year
the year (in millions)
(in millions)
Brigade Enterprises Limited, the ultimate parent company
OCRPS of Rs. 100 each 2,804.30 (2,804.30) - - -100%
0.01% B Series CCPS of Rs. 100 each 15.00 - 15.00 50.00% -
As at March 31, 2024
Promoter Name No. of shares Change during the No. of shares % of Total % change
at the year at the end of Shares during the
beginning of (in millions) the year year
the year (in millions)
(in millions)
Brigade Enterprises Limited, the ultimate parent company
OCRPS of Rs. 100 each 2,804.30 - 2,804.30 100.00% -
0.01% B Series CCPS of Rs. 100 each 15.00 - 15.00 50.00% -
As at March 31, 2023
Promoter Name No. of shares Change during the No. of shares % of Total % change
at the year at the end of Shares during the
beginning of (in millions) the year year
the year (in millions)
(in millions)
Brigade Enterprises Limited, the ultimate parent company
OCRPS of Rs. 100 each 2,804.30 - 2,804.30 100.00% -
0.01% B Series CCPS of Rs. 100 each 15.00 - 15.00 50.00% -
289Brigade Hotel Ventures Limited
CIN: U74999KA2016PLC095986
Annexure V
Material Accounting Policies and Other Explanatory Notes to Restated Consolidated Summary Statements
All amounts in Rupees Millions, except as otherwise stated
13.1 Other equity
March 31, 2025 March 31, 2024 March 31, 2023
Equity Component of Compound Financial Instruments
Balance at the beginning of the year 675.00 675.00 618.20
Add: Equity component of interest-free related party loans during the year - - 56.80
Balance at end of the year (A) 675.00 675.00 675.00
Equitycomponentofcompoundfinancialinstrumentsbeingdeemedcapitalcontribution(i.e.interest-freerelatedpartyloans)representstheresidualamountafterdeducting
from the fair value of the instrument as a whole the amount separately determined for the liability component and tax effect thereon.
Capital Reserve
Balance at the beginning of the year 0.10 0.10 0.10
Add: Additions during the year - - -
Balance at the end of the year (B) 0.10 0.10 0.10
Capitalreserverepresentsreserverecordedinthesubsidiarycompanyaspartofdemergerscheme,whichcanbeutilisedinaccordancewiththeprovisionsoftheCompanies
Act.
Revaluation Reserve
Balance at the beginning of the year 82.90 82.90 82.90
Add: Additions during the year - - -
Balance at the end of the year (C) 82.90 82.90 82.90
Revaluation reserve represents reserve arising on revaluation of land in the subsidiary company. Upon disposal, any revaluation surplus relating to the particular asset being
sold is transferred directly to retained earnings.
General reserve
Balance at the beginning of the year 9.10 9.10 9.10
Add: Additions during the year - - -
Balance at the end of the year (D) 9.10 9.10 9.10
Generalreserverepresentsamountstransferredfromretainedearningsinthesubsidiarycompany,whichcanbeutilisedinaccordancewiththeprovisionsoftheCompanies
Act.
Retained earnings / (deficit)
Balance at the beginning of the year (2,926.00) (3,175.30) (3,138.20)
Restated Profit/ (loss) for the year 201.90 248.70 (38.40)
Restated Other comprehensive income for the year (3.50) 0.60 1.30
Balance at the end of the year (E) (2,727.60) (2,926.00) (3,175.30)
Total other equity (A+B+C+D+E) (1,960.50) (2,158.90) (2,408.20)
Retainedearningsaretheprofits/(loss)thattheGrouphasearned/incurredtilldate,lessanytransferstogeneralreserve,dividendsorotherdistributionspaidtoshareholders.
Retained earnings include re-measurement loss / (gain) on defined benefit plans, net of taxes that will not be reclassified to Statement of Profit and Loss.
290Brigade Hotel Ventures Limited
CIN: U74999KA2016PLC095986
Annexure V
Material Accounting Policies and Other Explanatory Notes to Restated Consolidated Summary Statements
All amounts in Rupees Millions, except as otherwise stated
13.2 Non-controlling interests*
March 31, 2025 March 31, 2024 March 31, 2023
Balance at the beginning of the year 119.70 56.90 49.20
Profit/ (loss) for the year 34.70 62.70 7.50
Other comprehensive income for the year 0.10 0.10 0.20
Balance at the end of the year 154.50 119.70 56.90
*includes instruments entirely equity in nature issued by the subsidiary company to its shareholders being non-controlling interests
Authorised share capital
March 31, 2025 March 31, 2024 March 31, 2023
No. in Millions Rs. No. in Millions Rs. No. in Millions Rs.
0.01% A Series Cumulative Compulsory Convertible Preference Shares of Rs.100 each (CCPS):
Balance at the beginning of the year 3.40 340.00 3.40 340.00 3.40 340.00
Changes during the year - - - - - -
Balance at the end of the year 3.40 340.00 3.40 340.00 3.40 340.00
0.01% B Series Cumulative Compulsory Convertible Preference Shares of Rs.100 each (CCPS):
Balance at the beginning of the year 0.30 30.00 0.30 30.00 0.30 30.00
Changes during the year - - - - - -
Balance at the end of the year 0.30 30.00 0.30 30.00 0.30 30.00
Issued, subscribed and fully paid- up share capital
March 31, 2025 March 31, 2024 March 31, 2023
No. in Millions Rs. No. in Millions Rs. No. in Millions Rs.
0.01% A Series CCPS of Rs.100 each:
Balance at the beginning of the year 0.05 5.00 0.05 5.00 0.05 5.00
Changes during the year - - - - - -
Balance at the end of the year 0.05 5.00 0.05 5.00 0.05 5.00
0.01% B Series CCPS of Rs.100 each:
Balance at the beginning of the year 0.15 15.00 0.15 15.00 0.15 15.00
Changes during the year - - - - - -
Balance at the end of the year 0.15 15.00 0.15 15.00 0.15 15.00
Terms of conversion/ redemption of CCPS issued by the subsidiary
ASeriesandBSeriesCumulativeCompulsoryConvertiblePreferenceSharesholdermayatanytimepriortoexpiryofnineyearsexercisetheoptiontoconverttotenequity
sharesforeveryonepreferenceshareheld.ThedividendispayableasmaybedecidedbytheBoardofDirectorsofthesubsidiary.EachholderofCCPSisentitledtoone
vote per share. The preference shares rank ahead of the equity shares in the event of a liquidation. The holder of CCPS shall be entitled to voting rights as per the Companies
Act, 2013.
Holders of A Series CCPS March 31, 2025 March 31, 2024 March 31, 2023
Subramanian Engineering Limited, the non-controlling interests
50,000 (March 31, 2024 - 50,000, March 31, 2023 - 50,000) 0.01% A Series CCPS of Rs.100 each 5.00 5.00 5.00
Holders of B Series CCPS March 31, 2025 March 31, 2024 March 31, 2023
Subramanian Engineering Limited, the non-controlling interests
1,50,000 (March 31, 2024 - 1,50,000, March 31, 2023 - 1,50,000) 0.01% B Series CCPS of Rs.100 each 15.00 15.00 15.00
291Brigade Hotel Ventures Limited
CIN: U74999KA2016PLC095986
Annexure V
Material Accounting Policies and Other Explanatory Notes to Restated Consolidated Summary Statements
All amounts in Rupees Millions, except as otherwise stated
14 Borrowings
Effective Maturity
March 31, 2025 March 31, 2024 March 31, 2023
interest rate period
Non-current borrowings
Term loan from banks (secured) 8-10% Upto 2033 3,929.40 4,253.40 3,901.10
Loans from related parties (unsecured; refer note 29) Note (ii) Note (ii) 1,004.50 1,229.70 1,097.60
4,933.90 5,483.10 4,998.70
Debentures (unsecured)
53,920 0.01% Unsecured unlisted Non-Convertible Debentures - - 4.40
(NCD) of Rs.100/- each fully paid up
1,00,000 0.01% Unsecured unlisted A series Non-Convertible - 8.20 7.40
Debentures (A Series NCD) of Rs.100/- each fully paid up
Total Non-current borrowings 4,933.90 5,491.30 5,010.50
Current borrowings
Current maturities of debentures (Unsecured)
53,920 0.01% Unsecured unlisted Non-Convertible Debentures - 4.90 -
(NCD) of Rs.100/- each fully paid up
1,00,000 0.01% Unsecured unlisted A series Non-Convertible 9.20 - -
Debentures (A Series NCD) of Rs.100/- each fully paid up
Bank overdraft (Secured) 8-10% On demand 346.50 40.30 212.40
Current maturities of non-current borrowings
- term loan from banks (Secured) 8-10% Upto 2033 510.80 475.40 1,102.10
- loans from related parties (unsecured) Note (ii) Note (ii) 372.80 - -
Total Current borrowings 1,239.30 520.60 1,314.50
Notes:
(i)Termloanfrombanksaresecuredbywayoffirstmortgageofhotelprojectproperties,assignmentofcertaincurrentassetsandfuturereceivables.Theloanscarries
floating interest rate in the range of 8-10% and are repayable over period of 29-153 monthly instalments of Rs.3.70-Rs.95.90 millions.
(ii)Loanfromrelatedpartiesareunsecuredandcarriesinterestof12%andarerepayablefrom2025.OnJuly1,2020,theHoldingCompanyanditsUltimateParent
Companyenteredintoanagreementforinterest-freeunsecuredloanofuptoRs.2,000.00millionsandrepayableinquarterlyinstalmentsofRs.100.00millionseachfrom
June2025toMarch2030.TheexistingloanpayableofRs.1,127.40millionsasonJune30,2020(Principal-Rs.988.10millionsandInterestpayable-Rs.139.30
millions)wasconvertedintointerest-freeloanaspartoftheaforesaidagreement.TheHoldingCompanyhasdrawnloanofRs.501.60millionsduringtheperiodJuly27,
2020toMarch31,2021andRs.150.00millionsduringtheperiodNovember29,2022toMarch31,2023.TheHoldingCompanyhasaccountedtheaforesaidloan,
being interest-free in nature, as compound financial instruments in accordance with Ind AS 32 with effective interest rate of 12%.
(iii) Bank overdrafts are secured by way of mortgage of a hotel project property, assignment of certain current assets and future receivables.
(iv) The quarterly returns / statements filed by the Group with banks under the borrowings arrangements are in agreement with the books of accounts of the Group.
(v) With regard to the borrowings from banks, the Group has utilised the loans solely for the purposes for which they were taken.
(vi) No funds raised on short-term basis have been used for long-term purposes by the Group.
(vii) The Group has satisfied all debt covenants as per the terms of borrowings.
Debentures (issued by the subsidiary company)
i)NCDhavebeenissuedatparcarryinganinterestrateof0.01%perannumandwitheffectfromMarch25,2020.Thesearemandatorilyredeemableattheexpiryof5
years from the date of its issue i.e., March 20, 2025. The same has been redeemed during the year ended March 31, 2025.
ii)AseriesNCDhavebeenissuedatparcarryinganinterestrateof0.01%perannumandwitheffectfromDecember07,2020.Thesearemandatorilyredeemableatthe
expiry of 5 years from the date of its issue i.e., December 06, 2025.
292Brigade Hotel Ventures Limited
CIN: U74999KA2016PLC095986
Annexure V
Material Accounting Policies and Other Explanatory Notes to Restated Consolidated Summary Statements
All amounts in Rupees Millions, except as otherwise stated
15 Other financial liabilities
Non-Current Current
March 31, 2025 March 31, 2024 March 31, 2023 March 31, 2025 March 31, 2024 March 31, 2023
Lease deposits 3.40 20.90 20.60 19.10 - -
Payable towards purchase of property, - - - 127.30 205.00 241.80
plant and equipment
Employee benefits payable - - - 60.20 54.80 45.60
Interest accrued and not due - - - 0.40 0.60 0.20
Interest free deposits from customers - - - 23.40 23.70 22.90
Other payable - - - 2.80 26.30 18.70
3.40 20.90 20.60 233.20 310.40 329.20
16 Provisions Non-Current Current
March 31, 2025 March 31, 2024 March 31, 2023 March 31, 2025 March 31, 2024 March 31, 2023
Provision for employee benefits
Provision for gratuity 14.60 10.20 8.20 4.70 4.00 2.40
(refer note 32)
Provision for leave encashment 0.90 0.70 0.60 14.50 10.30 7.90
15.50 10.90 8.80 19.20 14.30 10.30
17 Other liabilities Non-Current Current
March 31, 2025 March 31, 2024 March 31, 2023 March 31, 2025 March 31, 2024 March 31, 2023
Advance from customers - - - 61.10 52.40 50.30
Deferred government grants* 86.20 87.80 89.40 1.60 1.60 1.60
Deferred lease income - - - 15.30 15.40 16.10
Statutory dues payable - - - 60.50 95.40 87.70
86.20 87.80 89.40 138.50 164.80 155.70
*TheHoldingCompanyhasreceivedgrantsinthenatureofcapitalsubsidy,interestsubsidyandelectricitydutysubsidyofRs.105.60millionsundertheTourism
Policy for the State of Gujarat (2015-2020) from the government of Gujarat for the purpose of construction of a hotel property in GIFT city, Gujarat.
ThecapitalsubsidyistowardscapitalinvestmentmadebytheHoldingCompanyinthehotelproperty.Accordingly,amountofcapitalsubsidyreceivedistreatedasa
deferred government grant and is recognised as income in the statement of profit and loss on a systematic basis over the useful life of the asset.
TheinterestsubsidyandelectricitydutysubsidyaretowardsthecostsincurredbytheHoldingCompanytowardsconstructionofthehotelpropertyandthesamehas
been recognised as income in the statement of profit and loss to the extent of the corresponding expenses incurred by the Holding Company.
293Brigade Hotel Ventures Limited
CIN: U74999KA2016PLC095986
Annexure V
Material Accounting Policies and Other Explanatory Notes to Restated Consolidated Summary Statements
All amounts in Rupees Millions, except as otherwise stated
18 Trade payables
March 31, 2025 March 31, 2024 March 31, 2023
Trade payables
- Total outstanding dues of micro and small enterprises 27.40 13.60 9.50
- Total outstanding dues of creditors other than micro and small enterprises
- Payable to related parties (refer note 29) 31.80 15.20 0.30
- Payable to other parties 322.00 244.50 304.70
381.20 273.30 314.50
Trade payables ageing schedule:
Particulars Unbilled Outstanding for the following periods from due date of payment
and not 6 Months - 1 Total
due < 6 Months 1-2 Years 2-3 Years > 3 Years
Year
March 31, 2025
MSME - 27.40 - - - - 27.40
Others 197.90 125.40 30.00 - 0.50 - 353.80
Disputed dues -MSME - - - - - - -
Disputed dues - Others - - - - - - -
Total 197.90 152.80 30.00 - 0.50 - 381.20
March 31, 2024
MSME - 13.60 - - - - 13.60
Others 141.40 114.30 0.10 0.60 0.80 2.50 259.70
Disputed dues -MSME - - - - - - -
Disputed dues - Others - - - - - - -
Total 141.40 127.90 0.10 0.60 0.80 2.50 273.30
March 31, 2023
MSME - 9.50 - - - - 9.50
Others 169.40 110.20 3.20 4.10 2.20 15.90 305.00
Disputed dues -MSME - - - - - - -
Disputed dues - Others - - - - - - -
Total 169.40 119.70 3.20 4.10 2.20 15.90 314.50
Note:Trade payable are outstanding from the date of transactions
Break up of financial liabilities carried at amortised cost March 31, 2025 March 31, 2024 March 31, 2023
Non-current borrowings (note 14) 4,933.90 5,491.30 5,010.50
Current borrowings (note 14) 1,239.30 520.60 1,314.50
Other financial liabilities (note 15) 236.60 331.30 349.80
Lease liabilities (note 28) 1,402.00 1,183.40 675.20
Trade payables (note 18) 381.20 273.30 314.50
8,193.00 7,799.90 7,664.50
294Brigade Hotel Ventures Limited
CIN: U74999KA2016PLC095986
Annexure V
Material Accounting Policies and Other Explanatory Notes to Restated Consolidated Summary Statements
All amounts in Rupees Millions, except as otherwise stated
19 Revenue from operations
March 31, 2025 March 31, 2024 March 31, 2023
Revenue from contracts with customers
- Revenue from hospitality services 4,600.70 3,947.30 3,443.30
Income from leasing 64.30 53.20 51.10
4,665.00 4,000.50 3,494.40
Other operating revenue
- Other ancillary services 17.50 16.50 7.80
17.50 16.50 7.80
4,682.50 4,017.00 3,502.20
19.1 Disaggregated revenue information
Set out below is the disaggregation of the Group's revenue from contracts with customers by timing of transfer of goods or services:
Revenue from contracts with customers March 31, 2025 March 31, 2024 March 31, 2023
Revenue from hospitality services and other ancillary services - Recognised over time 4,618.20 3,963.80 3,451.10
19.2 Contract balances
March 31, 2025 March 31, 2024 March 31, 2023
Trade receivables 230.10 217.60 206.90
Unbilled revenue 17.00 17.50 9.70
247.10 235.10 216.60
Advance from customers 61.10 52.40 50.30
61.10 52.40 50.30
Trade receivable are due from the date of transactions.
Unbilled revenue pertains to transactions where performance obligation has been satisfied and contractual invoices have not been raised.
Contract liabilities includes advance from customers and deferred revenue representing transaction price allocated to unsatisfied performance
obligations. The outstanding balance has decreased primarily on account of recognition of revenue in current year.
March 31, 2025 March 31, 2024 March 31, 2023
Revenue recognised during the year that was included in 52.40 50.30 47.80
the contract liabilities balance at the beginning of the year:
20 Other income
March 31, 2025 March 31, 2024 March 31, 2023
Interest income on financial assets carried at amortised cost:
Bank deposits 13.30 16.40 14.60
Others 2.00 2.80 2.90
Government grants 1.60 1.60 1.60
Liabilities no longer required written back 2.50 - -
Reversal of impairment allowance for bad and doubtful debts 1.50 5.90 -
Profit on sale of property, plant & equipment (net) 0.20 0.60 38.10
Miscellaneous income 3.20 4.20 4.70
24.30 31.50 61.90
21 Cost of materials consumed
March 31, 2025 March 31, 2024 March 31, 2023
Inventory at the beginning of the year 59.10 43.60 25.70
Add: Purchases during the year 455.60 418.90 368.70
514.70 462.50 394.40
Less: Inventory at the end of the year (67.10) (59.10) (43.60)
447.60 403.40 350.80
295Brigade Hotel Ventures Limited
CIN: U74999KA2016PLC095986
Annexure V
Material Accounting Policies and Other Explanatory Notes to Restated Consolidated Summary Statements
All amounts in Rupees Millions, except as otherwise stated
22 Employee benefits expense
March 31, 2025 March 31, 2024 March 31, 2023
Salaries, wages and bonus (refer note 32) 736.40 650.00 542.40
Contribution to provident and other funds 45.00 39.60 31.70
Staff welfare expenses 81.70 73.00 59.00
863.10 762.60 633.10
23 Depreciation and amortization expense
March 31, 2025 March 31, 2024 March 31, 2023
Depreciation of property, plant and equipment and right of use assets 493.00 432.00 485.90
(refer note 3.1)
Amortization of intangible assets (refer note 3.2) 5.00 4.40 7.60
498.00 436.40 493.50
24 Finance costs
March 31, 2025 March 31, 2024 March 31, 2023
Interest expense on financial liabilities at amortised cost
on bank borrowings 400.50 440.00 479.70
on related party borrowings (refer note 29) 149.10 133.50 114.00
on lease liabilities 132.20 76.30 69.20
on others 0.30 0.20 0.10
Other borrowing costs 43.50 38.90 28.70
725.60 688.90 691.70
25 Other expenses
March 31, 2025 March 31, 2024 March 31, 2023
Power and fuel 291.90 287.50 257.20
Rent (refer note 28) 103.20 78.10 66.00
Repairs & maintenance
Buildings 48.90 55.00 57.30
Plant & machinery 42.30 40.90 41.10
Others 37.70 38.10 31.60
Sub-contracting expenses 191.10 114.10 81.30
Consumable costs 154.50 133.20 126.60
Insurance 18.90 23.70 18.70
Rates and taxes 77.10 49.00 55.60
Payment to auditor (refer note below) 9.50 6.20 1.50
Property taxes 60.60 46.40 337.10
Advertising and sales promotion 82.30 59.70 50.70
Agency commission 169.30 128.90 108.70
Security charges 1.90 1.20 1.30
Impairment allowance for bad and doubtful debts - - 7.30
Training and recruitment expenses 10.00 7.40 4.70
Legal and professional charges 276.20 227.30 198.80
Directors sitting fees 5.40 0.10 0.10
Printing and stationery expenses 18.40 15.90 12.50
Travelling & conveyance 81.40 63.80 49.90
Loss on sale of property, plant & equipment (net) 1.20 19.80 -
Communication expenses 21.40 18.00 14.80
Exchange difference (net) 4.60 2.50 4.30
Miscellaneous expenses 19.60 19.60 23.30
1,727.40 1,436.40 1,550.40
Payment to auditors (excluding goods and service tax): March 31, 2025 March 31, 2024 March 31, 2023
As auditor: Audit fees 8.90 5.90 1.40
Out of pocket expenses 0.60 0.30 0.10
9.50 6.20 1.50
296Brigade Hotel Ventures Limited
CIN: U74999KA2016PLC095986
Annexure V
Material Accounting Policies and Other Explanatory Notes to Restated Consolidated Summary Statements
All amounts in Rupees Millions, except as otherwise stated
26 Restated Earnings/(Loss) per share ('EPS')
BasicEPSamountsarecalculatedbydividingtheprofitorlossattributabletoequityholdersoftheCompanybytheweightedaveragenumberof
equity shares outstanding during the year.
DilutedEPSamountsarecalculatedbydividingtheprofitorlossattributabletoequityholdersoftheCompanybytheweightedaveragenumberof
equitysharesoutstandingduringtheyearplustheweightedaveragenumberofequitysharesthatwouldbeissuedonconversionofallthedilutive
potential equity shares into equity shares.
The following reflects the income and share data used in the basic and diluted EPS computation:
March 31, 2025 March 31, 2024 March 31, 2023
Restated Profit/(Loss) attributable to equity shareholders 201.90 248.70 (38.40)
Effect of dilution - - -
Restated Profit/(Loss) attributable to equity shareholders 201.90 248.70 (38.40)
adjusted for the effect of dilution
Weighted average number of equity shares for basic EPS (No.in millions) 281.43 281.43 281.43
[includes Nil (March 31, 2024: 280.43 millions, March 31, 2023: 280.43 millions)
equity shares to be issued on conversion of OCRPS being a mandatorily convertible
instrument. Also refer note 12.2]
Effect of dilution - - -
Weighted average number of equity shares adjusted for the effect of dilution 281.43 281.43 281.43
Note: The impact of OCRPS, being mandatorily convertible instruments, have not been considered in the computation of diluted EPS as the same has
already been included in the computation of basic EPS.
27 Commitments and contingencies
a. Capital commitment
Theestimatedamountofcontracts(netofcapitaladvance)remainingtobeexecutedoncapitalaccountnotprovidedforisRs.1,900.70millions
(March 31, 2024: Rs. 229.80 millions, March 31, 2023: Rs. 113.70 millions).
b. Contingent liabilities
March 31, 2025 March 31, 2024 March 31, 2023
(i) Bank guarantee 22.10 35.80 45.40
(ii) Claims against the Group not acknowledged as debts in the nature of:
- Income Tax demands 26.70 25.20 25.20
- Goods and Services Tax demands 203.30 70.00 70.00
(iii) Property tax demand under litigation
The HoldingCompanyhas been discharging propertytax in respectofitshotel properties.In this regard, theHoldingCompanyhas receiveda
demand notice from the municipal authorityassessingthe propertytax for certain hotel propertyfor the period from financial year 2011-12 to
financialyear2021-22resultingindemandofRs.922.20millionsincludinginterestandpenaltythereonandtheHoldingCompanyhassubsequently
paidRs.409.30millionsunderprotestandanadditionalamountofRs.51.00millionstobepaidunderprotest,whichareprovidedfor.Duringthe
yearendedMarch31,2025,aforesaiddemandwasrevisedbythemunicipalauthoritytoRs.287.40millions(netofpaymentunderprotestalready
provided for) for the financial year 2011-12 to financial year 2023-24 under One time settlement Scheme by a competent authority.
The Holding Company has litigated the aforesaid matter, which is pending adjudication. The Holding Company is reasonably confident of a
favourableoutcomeinrespectoftheaforesaidmatterbasedonthemanagement’sevaluationandthelegalopinionobtainedbythemanagement.
Pending ultimate outcome of the matter, no adjustments have been made in the accompanying restated consolidated summary statements.
(iv) The Code on Social Security, 2020 (‘Code’) relating to employee benefits during employment and post-employment benefits received
PresidentialassentinSeptember2020.TheCodehasbeenpublishedintheGazetteofIndia.CertainsectionsoftheCodecameintoeffecton3May
2023.However,thefinalrules/interpretationhavenotyetbeenissued.Basedonapreliminaryassessment,theGroupbelievestheimpactofthe
change will not be significant.
297Brigade Hotel Ventures Limited
CIN: U74999KA2016PLC095986
Annexure V
Material Accounting Policies and Other Explanatory Notes to Restated Consolidated Summary Statements
All amounts in Rupees Millions, except as otherwise stated
28 Leases
A. Group as Lessee during the year
TheGrouphastakenlandparcelsonleaseforoperation/constructionofhotelunitswithaleaseperiodof25-35yearswithcertainescalationandextensionclauses.
The Group’s obligations under its leases are secured by the lessor’s title to the leased assets.
The Group also has certain leases with lease terms of 12 months or less. The Group applies the ‘short-term lease’ recognition exemptions for these leases.
Set out below are the carrying amount of right-of-use assets recognised and Right of use Right of use
movements during the year: assets assets
(Leasehold land) (Office
equipments)
Balance as at April 01, 2022 525.80 -
Additions during the year - -
Depreciation during the year (16.00) -
Balance as at March 31, 2023 509.80 -
Additions during the year 600.00 -
Depreciation during the year (18.10) -
Balance as at March 31, 2024 1,091.70 -
Additions during the year
a) Amount of lease liabilities recognised 132.70 33.40
b) Difference between the lease deposit and present value of lease deposit 46.30 -
Depreciation during the year (42.20) (8.30)
Balance as at March 31, 2025 1,228.50 25.10
Set out below are the carrying amounts of lease liabilities and the movements Lease liabilities
during the year:
Balance as at April 01, 2022 662.90
Accretion of interest 69.20
Payment of interest portion of lease liabilities (56.90)
Balance as at March 31, 2023 675.20
Additions during the year 600.00
Accretion of interest 76.30
Payment of principal portion of lease liabilities (107.90)
Payment of interest portion of lease liabilities (60.20)
Balance as at March 31, 2024 1,183.40
Additions during the year 166.10
Accretion of interest 132.20
Payment of principal portion of lease liabilities (10.30)
Payment of interest portion of lease liabilities (69.40)
Balance as at March 31, 2025 1,402.00
298Brigade Hotel Ventures Limited
CIN: U74999KA2016PLC095986
Annexure V
Material Accounting Policies and Other Explanatory Notes to Restated Consolidated Summary Statements
All amounts in Rupees Millions, except as otherwise stated
March 31, 2025 March 31, 2024 March 31, 2023
Non-current lease liabilities 1,393.70 1,183.40 675.20
Current lease liabilities 8.30 - -
Total 1,402.00 1,183.40 675.20
The effective interest rate for lease liabilities is 12%. The maturity analysis of lease liabilities is disclosed in Note 31.
Statement of profit and loss March 31, 2025 March 31, 2024 March 31, 2023
Depreciation expense of right-of-use assets 50.50 18.10 16.00
Interest expense on lease liabilities 132.20 76.30 69.20
Expense relating to short-term leases (included in other expenses under rent) 103.20 78.10 66.00
Total amount recognised in the statement of profit and loss 285.90 172.50 151.20
Statement of cash flows March 31, 2025 March 31, 2024 March 31, 2023
Cash outflow for leases - towards principal 10.30 107.90 -
Cash outflow for leases - towards interest 69.40 60.20 56.90
B. Group as lessor during the year
The Group has entered into cancellable operating leases consisting of certain retail and banquet spaces in the hotels on short term basis with renewal clauses. The
Group is also required to maintain the property over the lease term.
Particulars March 31, 2025 March 31, 2024 March 31, 2023
Lease rentals recognised as an income in the statement of profit and loss 64.30 53.20 51.10
Future minimum rentals receivable under non-cancellable operating leases are as follows:
Particulars March 31, 2025 March 31, 2024 March 31, 2023
Within one year 5.60 8.30 3.60
After one year but not more than five years 3.00 - 8.30
More than five years - - -
8.60 8.30 11.90
299Brigade Hotel Ventures Limited
CIN: U74999KA2016PLC095986
Annexure V
Material Accounting Policies and Other Explanatory Notes to Restated Consolidated Summary Statements
All amounts in Rupees Millions, except as otherwise stated
29 Related party information
I. List of related parties and related party relationship with whom transactions have been entered into:
Ultimate Parent Company Brigade Enterprises Limited ['BEL']
Fellow Subsidiaries WTC Trades & Projects Private Limited ['WTC'] Brigade Hospitality Services Limited ['BHSL']
Perungudi Real Estates Private Limited ['PREPL'] Brigade Innovations LLP ['BILLP']
Brigade (Gujarat) Projects Private Limited ['BGPPL']
Brigade Foundation Trust['BFT']
Brigade Flexible Office Spaces Private Limited ['BFOS']
Mysore Holdings Private Limited ['MHPL']
BCV Developers Private Limited ['BCV']
Brigade Properties Private Limited['BPPL']
Key Managerial Personnel ("KMP") and relative of KMP
Directors of Holding Company Ms. Nirupa Shankar (Managing Director w.e.f October 05, 2024)
Mr. Vineet Verma
Mr. Amar Mysore
Mr. Bijou Kurien (w.e.f. March 28, 2024)
Mr. Anup S Shah (w.e.f. March 28, 2024)
Ms. Jyoti Narang (w.e.f. May 10, 2024)
Mr. Nakul Anand (w.e.f October 05, 2024)
Relative of KMP Ms. Pavitra Shankar
Directors of the subsidiary Mr. Badri Palaniappan
company Ms. Visalakshi
Ms. Susan Mathew
Mr. Bijou Kurien (w.e.f. October 23, 2024)
Mr. Sanjeev Sridharan (w.e.f. November 08, 2024)
Chief Financial Officer Mr. Ananda Natarajan
Manager Mr. Rayan Aranha (from January 26, 2024 to October 04, 2024)
Mr. Arindam Mukherjee (upto January 25, 2024)
Company Secretary Ms. P Shivaleela Reddy (from June 01, 2023 to August 09, 2024)
Ms. Niddhi Parekh (upto April 08, 2023)
Ms. Akanksha Bijawat (w.e.f October 01, 2024)
Other shareholder of the subsidiary company
Subramanian Engineering Limited [ 'SEL']
Mr. Badri Palaniappan
Entities in which the other shareholders of the subsidiary company exercises control/significant influence
SRP Gears Pvt Ltd ['SRP Gears']
SRP Tools Pvt Ltd ['SRP Tools']
II. Transactions with related parties
Nature of transaction Name of related party March 31, 2025 March 31, 2024 March 31, 2023
Revenue from hospitality services BEL 21.50 13.10 14.00
Reimbursement of expenses made by the Company 1.50 18.30 0.20
Interest on borrowings 147.60 132.10 112.70
Purchase of Materials - 1.50 -
Capital advance paid 125.00 - -
Rent paid 72.40 59.70 49.60
Loan proceeds - - 150.00
Purchase of Materials BHSL 0.10 0.00 0.10
Revenue from hospitality services 0.90 0.70 0.30
Sale of Property, plant and equipment - - 44.40
Capital advance paid 7.60 - -
Reimbursement of expenses made by the Company 7.50 13.80 0.10
Revenue from hospitality services SEL 1.00 0.90 -
Reimbursement of expenses made by the Company 0.40 0.30 -
Redemption of non-convertible debentures 5.40 - -
Sale of Property, plant and equipment - - 71.90
Interest on non-convertible debentures 1.50 1.40 1.30
Revenue from hospitality services BCV 0.00 - 0.10
Revenue from hospitality services BPPL 0.10 - 0.60
Reimbursement of expenses made by the Company - 0.80 8.30
Revenue from hospitality services BFOS 0.10 0.00 -
Reimbursement of expenses made by the Company 0.10 0.20 0.30
Revenue from hospitality services WTC 1.50 5.10 2.20
Reimbursement of expenses made by the Company 20.20 21.80 18.40
Revenue from hospitality services BGPPL 0.60 0.20 0.40
Reimbursement of expenses made by the Company 0.10 0.30 -
Reimbursement of expenses received by the Company 0.30 - -
300Brigade Hotel Ventures Limited
CIN: U74999KA2016PLC095986
Annexure V
Material Accounting Policies and Other Explanatory Notes to Restated Consolidated Summary Statements
All amounts in Rupees Millions, except as otherwise stated
29 Related party disclosure (continued)
Nature of transaction Name of related party March 31, 2025 March 31, 2024 March 31, 2023
Revenue from hospitality services PREPL 0.20 0.40 0.90
BFT 0.00 0.20 -
BILLP 1.60 0.30 0.70
MHPL 0.20 0.80 -
Badri Palaniappan 0.00 0.00 0.00
SRP Gears 0.00 0.00 0.00
ROU asset acquired Nirupa Shankar 89.50 - -
Pavitra Shankar 89.50 - -
Lease liabilities consequent to the ROU asset acquired Nirupa Shankar 89.50 - -
Pavitra Shankar 89.50 - -
Interest on lease liabilities Nirupa Shankar 5.70 - -
Pavitra Shankar 5.70 - -
Security deposit - lease Nirupa Shankar 25.00 - -
Pavitra Shankar 25.00 - -
Sitting Fees Bijou Kurien 1.60 - -
Nakul Anand 0.80 - -
Anup S Shah 1.30 - -
Jyoti Narang 1.50 - -
Sanjeev Sridharan 0.00 - -
Susan Mathew 0.20 0.10 0.10
Salaries and allowances (short-term employee benefits) Rayan Aranha 5.40 1.90 -
Akanksha Bijawat 2.20 - -
Ananda Natarajan 3.60 - -
P Shivaleela Reddy 0.40 0.60 -
Niddhi Parekh - 0.10 0.60
III. Balances with related parties
Nature of balance Name of related party March 31, 2025 March 31, 2024 March 31, 2023
Non-current borrowings (including current maturities) BEL 1,377.30 1,229.70 1,097.60
Equity component of interest-free loan 675.00 675.00 675.00
Trade Receivables 3.00 1.50 5.90
Compulsory Convertible Preference Shares (B Series CCPS) 15.00 15.00 15.00
Capital advance 125.00 - -
Trade payables 0.20 0.50 -
Compulsory Convertible Preference Shares SEL 20.00 20.00 20.00
(A Series and B Series CCPS)
Debt component of compound financial instruments 9.20 13.10 11.70
(NCD and A Series NCD)
Trade receivables 0.20 0.40 -
Lease liabilities created consequent to the ROU Ms. Nirupa Shankar 95.20 - -
Ms. Pavitra Shankar 95.20 - -
Trade payables Ms. Nirupa Shankar 15.00 - -
Ms. Pavitra Shankar 15.00 - -
Capital advance BHSL 7.60 - -
Trade payables WTC 1.40 - 0.30
BHSL - 14.70 -
PREPL - 0.00 -
BFOS 0.00 0.00 -
Trade receivables WTC 0.40 2.90 -
BHSL 0.00 0.00 -
BILLP 0.10 0.00 -
BPPL - 0.40 -
BGPPL 0.80 0.10 0.10
BFOS 0.00 0.00 -
MHPL - 0.20 -
PREPL 0.20 - -
SRP Gears - 0.00 -
Mr. Badri Palaniappan - - 0.00
301Brigade Hotel Ventures Limited
CIN: U74999KA2016PLC095986
Annexure V
Material Accounting Policies and Other Explanatory Notes to Restated Consolidated Summary Statements
All amounts in Rupees Millions, except as otherwise stated
29 Related party disclosure (continued)
Notes:
1.Therelatedpartytransactionsaremadeontermsequivalenttothosethatprevailinarm'slengthtransactions.Outstandingbalancesattheyearendare
unsecured and settlement occurs in cash. There have been no guarantees provided or received for any related party receivable or payable.
2.Inrespectofthetransactionswiththerelatedparties,theGrouphascompliedwiththeprovisionsofSection177and188oftheCompaniesAct,2013
where applicable, and the details have been disclosed above, as required by the applicable accounting standards.
3.Salariesandallowances(short-termemployeebenefits)donotincludegratuityandcompensatedabsencescostasthesameareprovidedforbasedonthe
actuarial valuation made at company level.
4. "0.00" represents transactions and balances with amounts being less than Rs. 50,000.
IV. Other information:
Loanfromrelatedpartiesareunsecuredandcarriesinterestof12%andarerepayablefrom2025.OnJuly1,2020,theHoldingCompanyanditsUltimate
Parent Company entered into an agreement for interest-free unsecured loan of upto Rs.2,000.00 millions and repayable in quarterly instalments of
Rs.100.00millionseachfromJune2025toMarch2030.TheexistingloanpayableofRs.1,127.40millionsasonJune30,2020(Principal-Rs.988.10
millionsandInterestpayable-Rs.139.30millions)wasconvertedintointerest-freeloanaspartoftheaforesaidagreement.TheHoldingCompanyhas
drawnloanofRs.501.60millionsduringtheperiodJuly27,2020toMarch31,2021andRs.150.00millionsduringtheperiodNovember29,2022to
March31,2023.TheHoldingCompanyhasaccountedtheaforesaidloan,beinginterest-freeinnature,ascompoundfinancialinstrumentsinaccordance
with Ind AS 32 with effective interest rate of 12%.
V. List of related party transactions and balances of our Company, which are eliminated on consolidation, are as disclosed below:
(a) List of related party transactions:
Nature of transaction Name of related party March 31, 2025 March 31, 2024 March 31, 2023
Reimbursement of expenses made by the Company SRP Prosperita Hotel 1.30 1.20 5.80
Rent paid Ventures Limited - 0.10 - 3.30
Security deposit paid subsidiary ['PHVL'] 0.10 - -
Revenue from hospitality services - 1.50 -
Redemption of non-convertible debentures 25.80 - -
Security deposit received back - - 3.30
Interest income on non-convertible debentures 3.70 3.40 3.00
(b) List of related party balances:
Nature of balances Name of related party March 31, 2025 March 31, 2024 March 31, 2023
Investment in Equity shares (net of impairment loss) SRP Prosperita Hotel 537.50 537.50 537.50
Investment in Preference shares Ventures Limited - 324.40 324.40 324.40
Investment in Other Equity subsidiary ['PHVL'] 15.50 15.50 15.50
Investment in Non-convertible debentures 9.30 31.20 27.90
Trade receivables 0.20 0.10 -
Security deposit 0.10 - -
30 Segment reporting
The Group is engaged in the business of hospitality. The Board of Directors being the Chief Operating Decision Maker (CODM) evaluates the Group's
performanceandallocatesresourcesbasedonananalysisofvariousperformanceindicatorsbyindustryclasses.Alloperatingsegmentsoperatingresultsare
reviewedregularlybyCODMtomakedecisionsaboutresourcestobeallocatedtothesegmentsandassesstheirperformance.CODMbelievesthattheseare
governedbysamesetofrisksandreturnshence,CODMreviewsthemasonecomponent.Hence,therearenoadditionaldisclosurestobeprovidedunderInd-AS
108 – Segment information with respect to the single reportable segment, other than those already provided in the accompanying consolidated financial
statements.Further,theHoldingCompanyandit'ssubsidiaryisdomiciledinIndiaandtheGroup'snon-currentassetsarelocatedinIndia.Thereisnoidentifiable
major customer in the Group who is contributing more than 10% of revenue.
302Brigade Hotel Ventures Limited
CIN: U74999KA2016PLC095986
Annexure V
Material Accounting Policies and Other Explanatory Notes to Restated Consolidated Summary Statements
All amounts in Rupees Millions, except as otherwise stated
31 Financial risk management objectives and policies
TheGroup’sprincipalfinancialliabilitiescompriseborrowings,tradeandotherpayables.ThemainpurposeofthesefinancialliabilitiesistofinancetheGroup’s
operations. The Group’s principal financial assets include loans, trade, other receivables and cash and cash equivalents that derive directly from its operations.
TheGroupisexposedtomarketrisk,creditriskandliquidityrisk.TheGroup’sseniormanagementoverseesthemanagementoftheserisksandensuresthatthe
Group’sfinancialriskactivitiesaregovernedbyappropriatepoliciesandproceduresandthatfinancialrisksareidentified,measuredandmanagedinaccordance
with the Group’s policies and risk objectives.
i. Market risk
Marketriskistheriskthatthefairvalueoffuturecashflowsofafinancialinstrumentwillfluctuatebecauseofchangesinmarketprices.Marketriskcomprisesof
risk: interest rate risk, currency risk and price risk.
a) Interest rate risk
InterestrateriskistheriskthatthefairvalueorfuturecashflowsoftheGroup’sfinancialinstrumentswillfluctuatebecauseofchangesinmarketinterestrates.
TheGroup'sexposuretotheriskofchangesinmarketinterestratesrelatesprimarilytotheGroup’slong-termdebtobligationswithfloatinginterestrates.The
Group manages its interest rate risk by having a balanced portfolio of fixed and variable rate loans and borrowings.
Interest rate sensitivity
The following table demonstrates the sensitivity to a reasonably possible change in interest rates, with all other variables held constant. The impact on the entity’s
profit/(loss) before tax is affected through the impact of floating rate borrowings, as follows:
Particulars Change in interest rate Effect on profit/(loss) before tax
March 31, 2025 +1% 44.40
-1% (44.40)
March 31, 2024 +1% 47.30
-1% (47.30)
March 31, 2023 +1% 50.00
-1% (50.00)
b) Currency risk
Foreigncurrencyriskistheriskthatthefairvalueorfuturecashflowsofanexposurewillfluctuatebecauseofchangesinforeignexchangerates.TheGroup's
exposure to the risk of changes in foreign exchange rates arises on account of purchases from foreign countries. The Group has not taken any derivative
instrument during the year and there is no derivative instrument outstanding as at the year end.
The Group's unhedged foreign currency exposure at the end of reporting period is as below:
March 31, 2025 March 31, 2024 March 31, 2023
Trade Payable 36.00 25.80 38.40
Note: There is no significant exposure to the Group towards foreign exchange fluctuation.
c) Price risk
TheGroupisaffectedbythepricevolatilityofcertaincommodities.TheGroup’smanagementhasdevelopedandenactedariskmanagementstrategyregarding
commodity price risk and its mitigation. The Group is subject to the price risk variables, which are expected to vary in line with the prevailing market conditions.
303Brigade Hotel Ventures Limited
CIN: U74999KA2016PLC095986
Annexure V
Material Accounting Policies and Other Explanatory Notes to Restated Consolidated Summary Statements
All amounts in Rupees Millions, except as otherwise stated
ii. Credit risk
Creditriskistheriskoflossthatmayariseonoutstandingfinancialinstrumentsifacounterpartydefaultonitsobligations.TheGroup’sexposuretocreditrisk
arisesmajorlyfromtradereceivables/unbilledrevenueandotherfinancialassets.Otherfinancialassetsarebankdepositswithbanksandhence,theGroupdoes
not expect any credit risk with respect to these financial assets.
Withrespecttootherfinancialassets,theGrouphasconstitutedteamstoreviewthereceivablesonperiodicbasisandtotakenecessarymitigations,wherever
required. The Group applies the expected credit loss (ECL) model for measurement and recognition ofimpairment losses on trade receivables and unbilled
revenue.TheGroupfollowsthesimplifiedapproachforrecognitionofimpairmentallowanceontradereceivableswherein,itrecognisesimpairmentallowance
based on lifetime ECLs at each reporting date. At the balance sheet date, there was no significant concentration of credit risk and exposure thereon.
iii. Liquidity Risk
TheGroup’sobjectiveistomaintainabalancebetweencontinuityoffundingandflexibilitythroughtheuseofborrowingsandleasecontracts.TheGrouphas
assessedtheconcentrationofriskwithrespecttorefinancingitsdebtandconcludedittobelow.ThetablebelowsummarisesthematurityprofileoftheGroup’s
financial liabilities based on contractual undiscounted payments.
Maturity period March 31, 2025 March 31, 2024 March 31, 2023
Financial liabilities - Current
Current borrowings - term loans from banks Within 1 year 890.70 880.10 1,336.80
Current borrowings - loans from related parties Within 1 year 400.00 - -
Repayable on 346.50 40.30 212.40
Current borrowings - bank overdraft
demand
Current borrowings - Debentures Within 1 year 10.00 5.40 -
Trade payables Within 1 year 381.20 273.30 314.50
Lease liabilities Within 1 year 20.40 - -
Other financial liabilities Within 1 year 233.20 310.40 329.20
Financial liabilities - Non Current
Non-Current borrowings - term loans from banks Between 1-10 years 5,279.50 6,126.00 4,409.80
Non-Current borrowings - loans from related parties Between 1-10 years 1,379.00 1,779.00 1,779.00
Non-Current borrowings - Debentures Between 1-10 years - 10.00 15.40
Lease liabilities Between 1-30 years 4,158.10 1,956.00 2,016.00
Other financial liabilities Between 1-3 years 3.40 20.90 20.60
304Brigade Hotel Ventures Limited
CIN: U74999KA2016PLC095986
Annexure V
Material Accounting Policies and Other Explanatory Notes to Restated Consolidated Summary Statements
All amounts in Rupees Millions, except as otherwise stated
32 Defined benefit plan - Gratuity
The Group operates defined gratuity plan for its employees. Under the plan, every employee who has completed at least five years of service gets a gratuity on
departure at 15 days of last drawn salary for each completed year of service.
Thefollowingtablessummarisesthecomponentsofnetbenefitexpensesrecognisedinthestatementofprofitandlossandamountrecognisedinthebalance
sheet with respect to gratuity. The defined benefit plan is unfunded, except as otherwise stated.
Changes in the defined benefit obligation ('DBO') - Year ended March 31, 2025
Expense charged to
Remeasurement (gains)/losses in other comprehensive income
profit or loss
Return on plan
Actuarial Actuarial Contribu-
assets
Opening Sub-total Benefits changes changes Experie- Sub-total tions Closing
Gratuity (excluding
balance Service Interest included paid arising from arising nce included by balance
amounts
cost expense in profit changes in from changes adjustm- in employer
included
or loss demographic in financial ents OCI
in net interest
assumptions assumptions
expense)
DBO 14.20 5.50 1.00 6.50 (2.10) - (0.70) 1.70 3.60 4.60 - 23.20
FVoPA - - - - (1.20) 0.20 - - - 0.20 4.90 3.90
Net 14.20 5.50 1.00 6.50 (0.90) (0.20) (0.70) 1.70 3.60 4.40 (4.90) 19.30
liability
Changes in the defined benefit obligation ('DBO') - Year ended March 31, 2024
Expense charged to
Remeasurement (gains)/losses in other comprehensive income
profit or loss
Return on plan
Actuarial Actuarial Contribu-
assets
Opening Sub-total Benefits changes changes Experie- Sub-total tions Closing
Gratuity (excluding
balance Service Interest included paid arising from arising nce included by balance
amounts
cost expense in profit changes in from changes adjustm- in employer
included
or loss demographic in financial ents OCI
in net interest
assumptions assumptions
expense)
DBO 10.60 4.00 0.70 4.70 (1.20) - (0.30) 0.30 0.10 0.10 - 14.20
FVoPA - - - - - - - - - - - -
Net 10.60 4.00 0.70 4.70 (1.20) - (0.30) 0.30 0.10 0.10 - 14.20
liability
Changes in the defined benefit obligation ('DBO') - Year ended March 31, 2023
Expense charged to
Remeasurement (gains)/losses in other comprehensive income
profit or loss
Return on plan Actuarial Actuarial Contribu-
Gratuity O bap le an ni cn eg Service Interest S inu cb l- ut do eta dl Be pn ae if dits (exa cs ls ue dts ing aric sh inan g g fe rs om c ah ra isn ig ne gs Ex np ce erie- S inu cb l- ut do eta dl ti bo yns bC alo las nin cg e
cost expense in profit amounts changes in from changes adjustm- in employer
included
or loss demographic in financial ents OCI
in net interest
assumptions assumptions
expense)
DBO 10.60 3.50 0.50 4.00 (1.70) - (0.30) (0.20) (1.80) (2.30) - 10.60
FVoPA - - - - - - - - - - - -
Net 10.60 3.50 0.50 4.00 (1.70) - (0.30) (0.20) (1.80) (2.30) - 10.60
liability
305Brigade Hotel Ventures Limited
CIN: U74999KA2016PLC095986
Annexure V
Material Accounting Policies and Other Explanatory Notes to Restated Consolidated Summary Statements
All amounts in Rupees Millions, except as otherwise stated
The principal assumptions used in determining gratuity obligations are shown below:
Particulars March 31, 2025 March 31, 2024 March 31, 2023
Discount rate 6.65% 7.11% 7.20%
Future salary benefit levels 7.34% 7.38% 6.50%
Mortality rate 100% of IALM 2012- 100% of IALM 2012-2014 100% of IALM 2012-2014
2014
A quantitative sensitivity analysis for significant assumptions is as shown below:
Particulars March 31, 2025 March 31, 2024
Assumptions Discount Rate Salary Growth Rate Discount Rate Salary Growth Rate
Sensitivity Level -1% + 1% -1% + 1% -1% + 1% -1% + 1%
Impact on DBO 5.20 (3.40) (3.40) 5.20 3.70 (2.80) (2.80) 3.70
% change compared to base 27% -18% -18% 27% 26% -20% -20% 26%
due to sensitivity
Particulars March 31, 2023
Assumptions Discount Rate Salary Growth Rate
Sensitivity Level -1% + 1% -1% + 1%
Impact on DBO 2.80 (1.90) (1.90) 2.80
% change compared to base 26% -18% -18% 26%
due to sensitivity
The sensitivity analysis above has been determined based on a method that extrapolates the impact on defined benefit obligation as a result of reasonable changes
in key assumptions occurring at the end of the reporting period. The sensitivity analysis presented above may not be representative of the actual change in the
defined benefit obligation.
Maturity profile of defined benefit obligation
Weighted average duration (based on discounted cashflows) - 5 years (March 31, 2024: 5 years, March 31, 2023: 5 years)
The maturity profile of defined benefit obligation is as below:
Particulars March 31, 2025 March 31, 2024 March 31, 2023
Within 1 year 4.70 4.00 2.40
Between 1 and 5 years 13.70 7.00 6.20
More than 5 years 19.90 8.70 6.50
Total expected payments 38.30 19.70 15.10
Expected contributions to the defined benefit plan asset (investment in insurance fund) for the next annual reporting period is Rs. 2.90 millions (March 31, 2024:
Nil, March 31, 2023: Nil)
Valuations are performed on certain basic set of pre-determined assumptions and other regulatory framework which may vary overtime. Thus, the Group is
exposed to various risks in providing the above gratuity benefit, the most significant of which are as follows:
Interest Rate risk : The plan exposes the Group to the risk of fall in interest rates. A fall in interest rates will result in an increase in the ultimate cost of providing
the above benefit and will thus result in an increase in the value of the liability.
Liquidity Risk : This is the risk that the Group is not able to meet the short term gratuity pay-outs. This may arise due to non availability of sufficient cash/cash
equivalents to meet the liabilities.
Salary Escalation Risk : The present value of the defined benefit plan is calculated with the assumption of salary increase rate of plan participants in future.
Deviation in the rate of increase of salary in future for plan participants from the rate of increase in salary used to determine the present value of obligation will
have a bearing on the plan's liability.
Demographic Risk : The Group has used certain mortality and attrition assumptions in valuation of the liability. The Group is exposed to the risk of actual
experience turning out to be worse compared to the assumption.
306Brigade Hotel Ventures Limited
CIN: U74999KA2016PLC095986
Annexure V
Material Accounting Policies and Other Explanatory Notes to Restated Consolidated Summary Statements
All amounts in Rupees Millions, except as otherwise stated
33 Fair values
Thefairvalueofthefinancialassetsandliabilitiesisincludedattheamountatwhichtheinstrumentcouldbeexchangedinacurrenttransactionbetweenwilling
parties, other than in a forced or liquidation sale. The following methods and assumptions were used to estimate the fair values:
i) The management assessed that the carrying values of cash and bank balances, trade receivables, trade payables, and other financial assets and liabilities
approximate their fair values largely due to their short-term maturities.
ii)Themanagementassessedthatthecarryingvaluesofbankdeposits,borrowingsandotherfinancialassetsandliabilitiesapproximatetheirfairvaluesbasedon
cashflowdiscountingusingparameters suchas interestrates,tenureofinstrument,creditworthiness ofthecustomerand theriskcharacteristicsofthefinanced
project, as applicable.
iii) Also refer note 5 for investments measured at fair value through profit or loss.
These financial assets and financial labilities are classified as level 3 fair values in the fair value hierarchy due to the use of unobservable inputs as explained above.
There have been no transfers between levels during the year.
Set out below, is a comparison by class of the carrying amounts and fair value of the Group’s financial instruments:
March 31, 2025 March 31, 2024 March 31, 2023
Fair Fair Fair
Particulars Carrying Carrying Carrying
Value Value Value
Value Value Value
(Level 3) (Level 3) (Level 3)
Financial Assets
Measured at amortised cost
Trade receivables 230.10 230.10 217.60 217.60 206.90 206.90
Cash and cash equivalents 107.70 107.70 79.80 79.80 77.60 77.60
Bank balances other than cash and cash
equivalents 115.90 115.90 122.80 122.80 232.50 232.50
Other financial assets 218.00 218.00 133.90 133.90 104.20 104.20
Measured at fair value through profit or loss
Investment 0.60 0.60 0.60 0.60 0.60 0.60
Financial Liabilities
Measured at amortised cost
Borrowings 6,173.20 6,173.20 6,011.90 6,011.90 6,325.00 6,325.00
Trade payables 381.20 381.20 273.30 273.30 314.50 314.50
Lease liabilities 1,402.00 1,402.00 1,183.40 1,183.40 675.20 675.20
Other financial liabilities 236.60 236.60 331.30 331.30 349.80 349.80
34 Capital management
s
TheGroup’sobjectivesofcapitalmanagementistomaximizetheshareholdervalue.Inordertomaintainoradjustthecapitalstructure,theGroupmayadjustthe
returntoshareholders,issue/buybacksharesorsellassetstoreducedebt.TheGroupmanagesitscapitalstructureandmakesadjustmentsinlightofchangesin
economic conditions and the requirements of the financial covenants.
The Group monitors capital using a gearing ratio, which is net debt divided by total equity plus net debt as below.
- Equity represents total equity of the Group.
- Net Debt includes borrowings (non-current and current), trade payables, lease liabilities and other financial liabilities, less cash and cash equivalents and bank
balances other than cash and cash equivalents.
Particulars March 31, 2025 March 31, 2024 March 31, 2023
Borrowings 6,173.20 6,011.90 6,325.00
Trade payables 381.20 273.30 314.50
Lease liabilities 1,402.00 1,183.40 675.20
Other financial liabilities 236.60 331.30 349.80
Less: Cash and cash equivalents & bank balances other than cash and cash equivalents (223.60) (202.60) (310.10)
Net Debt (A) 7,969.40 7,597.30 7,354.40
Equity share capital 2,814.30 10.00 10.00
Instruments entirely equity in nature 15.00 2,819.30 2,819.30
Other equity and non-controlling interests (1,806.00) (2,039.20) (2,351.30)
Equity (B) 1,023.30 790.10 478.00
Equity plus net debt ( C = A + B ) 8,992.70 8,387.40 7,832.40
Gearing ratio ( D = A / C ) 89% 91% 94%
Inordertoachievetheobjectiveofmaximizingshareholdersvalue,theGroup’scapitalmanagement,amongstotherthings,aimstoensurethatitmeetsfinancial
covenantsattached totheinterest-bearingborrowingsthatdefinecapitalstructurerequirements.Anysignificantbreach inmeetingthefinancialcovenantswould
allow the bank to call borrowings. There have been no breaches in the financial covenants of above mentioned interest-bearing borrowings.
No changes were made in the objectives, policies or processes for managing capital during the current and previous years.
307Brigade Hotel Ventures Limited
CIN: U74999KA2016PLC095986
Annexure V
Material Accounting Policies and Other Explanatory Notes to Restated Consolidated Summary Statements
All amounts in Rupees Millions, except as otherwise stated
35 Additional regulatory information not disclosed elsewhere in the financial information
(i)TherearenoproceedingsinitiatedorarependingagainsttheGroupforholdinganybenamipropertyundertheProhibitionofBenamiProperty
Transactions Act, 1988 and rules made thereunder.
(ii)TheGroupdoesnothaveanytransactionswithcompaniesstruckoffundersection248ofCompaniesAct,2013orsection560ofCompaniesAct,
1956.
(iii) The Group does not have any charges or satisfaction which is yet to be registered with ROC beyond the statutory period.
(iv) The Group has not traded or invested in Crypto currency or Virtual Currency during the financial year.
(v)Nofundshavebeenadvancedorloanedorinvested(eitherfromborrowedfundsorsharepremiumoranyothersourcesorkindoffunds)bythe
Group toorinanyotherpersons orentities, includingforeign entities (‘'Intermediaries”), with the understanding,whether recordedin writingor
otherwise,thattheIntermediariesshall,whether,directlyorindirectlylendorinvestinotherpersonsorentitiesidentifiedinanymannerwhatsoever
by or on behalf of the Group ("Ultimate Beneficiaries') or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries
(vi)NofundshavebeenreceivedbytheGroupfromanypersonsorentities,includingforeignentities(“FundingParties"),withtheunderstanding,
whetherrecordedinwritingorotherwise,thatthecompanyshall,whether,directlyorindirectly,lendorinvestinotherpersonsorentitiesidentifiedin
anymannerwhatsoeverbyoronbehalfoftheFundingParties(“UltimateBeneficiaries”)orprovideanyguarantee,securityorthelikeonbehalfofthe
Ultimate Beneficiaries
(vii)TheGroupdoesnothaveanysuchtransactionwhichisnotrecordedinthebooksofaccountsthathasbeensurrenderedordisclosedasincome
during the year in the tax assessments under the Income fax Act, 1961.
(viii) The Group is not a declared Wilful defaulter by any bank or financial institution or any other lender.
36 TheGroup hasdefined processtotakedailyback-upofbooksofaccountin electronicmodeonserversphysicallylocated inIndia.However,the
backup ofthe books ofaccount and other books and papers maintained in electronic mode with respect to individualhotel units ofthe Holding
Company has not been maintained on servers physically located in India on daily basis.
Further, the Group has used accounting software (SAP S/4 HANA by the Holding Company and Tally Prime by the Subsidiary Company) for
maintainingitsbooksofaccountwhichhasafeatureofrecordingaudittrail(editlog)facilityandthesamehasoperatedthroughouttheyearforall
relevant transactions recorded in the accounting software, except that audit trail feature is not enabled for certain changes made, if any, using
privileged/administrativeaccessrightstotheapplicationandtheunderlyingdatabaseandinrespectofindividualhotelunitsoftheHoldingCompany
wherein its accounting software did not have the audit trail feature enabled throughout the year. Further no instance of audit trail feature being
tamperedwithwasnotedinrespectoftheaccountingsoftwaretotheextentaudittrailfeatureisenabled.Additionally,theaudittrailinrespectofthe
relevant prior year has not been preserved by the Holding Company as per the statutory requirements for record retention.
The management is taking steps to ensure that the books of account are maintained as required under the applicable statute.
308Brigade Hotel Ventures Limited
CIN: U74999KA2016PLC095986
Annexure V
Material Accounting Policies and Other Explanatory Notes to Restated Consolidated Summary Statements
All amounts in Rupees Millions, except as otherwise stated
37 Group Information
The Consolidated Financial Statements of the Group includes a component as detailed below:
Subsidiary
Name of the entity Principal activities Country of Incorporation / % Equity interest held by the Group
Principal place of business March 31, March 31, March 31,
2025 2024 2023
SRP Prosperita Hotel Ventures Limited Hospitality Services India 50.01% 50.01% 50.01%
Financial information of subsidiary that has non-controlling interests:
(i) Summary of assets and liabilities
March 31, March 31, March 31,
2025 2024 2023
Current assets 64.30 85.90 62.80
Non-current assets 1,249.10 1,304.70 1,291.40
Current liabilities (213.00) (239.90) (283.10)
Non-current liabilities (485.70) (605.50) (651.60)
Total Equity 614.70 545.20 419.50
Attributable to:
Equity holders of the parent 460.20 425.50 362.60
Non-Controlling Interests 154.50 119.70 56.90
614.70 545.20 419.50
(ii) Summary of profit and loss
March 31, March 31, March 31,
2025 2024 2023
Total Income 652.70 592.50 523.50
Profit/(loss) for the year 69.40 125.40 15.10
Total comprehensive income 69.50 125.70 15.50
Attributable to:
Equity holders of the parent 34.70 62.90 7.80
Non-Controlling Interests 34.80 62.80 7.70
69.50 125.70 15.50
(iii) Summary of cash flows
March 31, March 31, March 31,
2025 2024 2023
Net cash flow (used in)/from operating activities 276.50 217.50 159.20
Net cash flow (used in)/from investing activities (48.90) (26.30) 114.90
Net cash flow from / (used in) financing activities (205.80) (205.90) (280.90)
Net cash inflow/ (outflow) during the year 21.80 (14.70) (6.80)
309Brigade Hotel Ventures Limited
CIN: U74999KA2016PLC095986
Annexure V
Material Accounting Policies and Other Explanatory Notes to Restated Consolidated Summary Statements
All amounts in Rupees Millions, except as otherwise stated
38 Additional information to consolidated financial statements based on the audited financial statements of the component of the Group
(i) Net Assets/ (Liabilities)
March 31, 2025 March 31, 2024 March 31, 2023
As % of Amount As % of Amount As % of Amount
consolidated consolidated consolidated
net assets net assets net assets
Parent
Brigade Hotel Ventures Limited 125% 1,281.50 141% 1,117.80 195% 931.40
Subsidiary
SRP Prosperita Hotel Venture Limited 60% 614.70 69% 545.20 88% 419.50
Sub total 185% 1,896.20 210% 1,663.00 283% 1,350.90
Elimination and consolidation adjustments -100% (1,027.40) -125% (992.60) -195% (929.80)
Sub total 85% 868.80 85% 670.40 88% 421.10
Non-controlling interest in the subsidiary 15% 154.50 15% 119.70 12% 56.90
Consolidated Total 100% 1,023.30 100% 790.10 100% 478.00
(ii) Total comprehensive income
For the year ended March 31, 2025
Share in profit/(loss) Share in other Share in total
comprehensive income comprehensive income
Name of the entity As % of Amount As % of Amount As % of Amount
consolidated consolidated consolidated
Profit or loss other other
comprehen- comprehen-
sive income sive income
Parent
Brigade Hotel Ventures Limited 71% 167.20 103% (3.50) 70% 163.70
Subsidiary
SRP Prosperita Hotel Venture Limited 29% 69.40 -3% 0.10 30% 69.50
Sub total 100% 236.60 100% (3.40) 100% 233.20
Elimination and consolidation adjustments -15% (34.70) 3% (0.10) -15% (34.80)
Sub total 85% 201.90 103% (3.50) 85% 198.40
Non-controlling interest in subsidiary:
Share in profit/(loss) 15% 34.70 -3% 0.10 15% 34.80
Consolidated Total 100% 236.60 100% (3.40) 100% 233.20
For the year ended March 31, 2024
Share in profit/(loss) Share in other Share in total
comprehensive income comprehensive income
Name of the entity As % of Amount As % of Amount As % of Amount
consolidated consolidated consolidated
Profit or loss other other
comprehen- comprehen-
sive income sive income
Parent
Brigade Hotel Ventures Limited 60% 186.00 57% 0.40 60% 186.40
Subsidiary
SRP Prosperita Hotel Venture Limited 40% 125.40 43% 0.30 40% 125.70
Sub total 100% 311.40 100% 0.70 100% 312.10
Elimination and consolidation adjustments -20% (62.70) -14% (0.10) -20% (62.80)
Sub total 80% 248.70 86% 0.60 80% 249.30
Non-controlling interest in subsidiary:
Share in profit/(loss) 20% 62.70 14% 0.10 20% 62.80
Consolidated Total 100% 311.40 100% 0.70 100% 312.10
310Brigade Hotel Ventures Limited
CIN: U74999KA2016PLC095986
Annexure V
Material Accounting Policies and Other Explanatory Notes to Restated Consolidated Summary Statements
All amounts in Rupees Millions, except as otherwise stated
For the year ended March 31, 2023
Share in profit/(loss) Share in other Share in total
comprehensive income comprehensive income
Name of the entity As % of Amount As % of Amount As % of Amount
consolidated consolidated consolidated
Profit or loss other other
comprehen- comprehen-
sive income sive income
Parent
Brigade Hotel Ventures Limited 149% (46.00) 73% 1.10 153% (44.90)
Subsidiary
SRP Prosperita Hotel Venture Limited -49% 15.10 27% 0.40 -53% 15.50
Sub total 100% (30.90) 100% 1.50 100% (29.40)
Elimination and consolidation adjustments 24% (7.50) -13% (0.20) 26% (7.70)
Sub total 124% (38.40) 87% 1.30 126% (37.10)
Non-controlling interest in subsidiary:
Share in profit/(loss) -24% 7.50 13% 0.20 -26% 7.70
Consolidated Total 100% (30.90) 100% 1.50 100% (29.40)
311Brigade Hotel Ventures Limited
CIN: U74999KA2016PLC095986
Annexure V
Material Accounting Policies and Other Explanatory Notes to Restated Consolidated Summary Statements
All amounts in Rupees Millions, except as otherwise stated
39 First Time Adoption
ForperiodsuptoandincludingtheyearendedMarch31,2023,theCompanydidnotprepareitsconsolidatedfinancialstatementssincetheHoldingCompany
met the conditions prescribed in Rule 6 to the Companies (Accounts) Rules, 2014 (as amended) (the “Accounts Rules”). The statutory standalone financial
statementsoftheHoldingCompanyfortheyearendedMarch31,2023wereapprovedbytheBoardofDirectorsoftheHoldingCompanyonMay11,2023
("Previous GAAP").
TheHoldingCompany’s securities are inthe process oflistingonastockexchangein Indiaand consequently,pursuant tothe AccountsRules, theHolding
Company adopted March 31, 2024 as reporting date for first time adoption of Indian Accounting Standard (Ind-AS) notified under the Companies (Indian
Accounting Standards) Rules,2015 (asamended) (the“Ind-ASRules”)with April01, 2022 as thetransitiondateforthepurpose ofpreparation ofstatutory
consolidated financial statements as at and for the year ended March 31, 2024 in accordance with Ind-AS.
Theseconsolidatedfinancialstatements,fortheyearendedMarch31,2024,arethefirstconsolidatedfinancialstatementstheGrouphaspreparedinaccordance
withIndAS.Accordingly,theGrouphaspreparedtheconsolidatedfinancialstatementswhichcomplywithIndASapplicableforyearendingonMarch31,2024,
togetherwiththecomparativeperiodasatandfortheyearendedMarch31,2023,asdescribedinthesummaryofmaterialaccountingpolicies.Inpreparingthese
consolidated financial statements, the Group’s opening balance sheet was prepared as at April 1, 2022, the Group’s date of transition to Ind AS.
Inaddition,thespecialpurposeconsolidatedfinancialstatementsforyearendingMarch31,2023hasbeenpreparedaspere-maildatedMay20,2024received
fromtheBookRunningLeadManagers,whichconfirmsthattheCompanyshouldpreparethespecialpurposeconsolidatedfinancialstatementsinaccordance
withprinciplesofIndianAccountingStandards(IndAS),readwithadditionalclarificationsenunciatedinparagraphbelow,andthatthesefinancialstatementsare
requiredforallthethreeyearsincludingstubperiod(ifapplicable),ifany,basedonemaildatedOctober28,2021fromtheSecuritiesandExchangeBoardof
India (“SEBI”) to the Association of Investment Bankers of India (“SEBI Letter”).
ThespecialpurposeconsolidatedfinancialstatementsasatandfortheyearendedMarch31,2023hasbeenpreparedfromthestandalonefinancialstatementsof
theCompanyand thoseofitssubsidiaryaftermakingsuitableconsolidation adjustments.In addition,in preparingthe specialpurpose consolidatedfinancial
statements,theGrouphasfollowedthesameaccountingpolicies,presentationanddisclosuresincludingScheduleIIIdisclosuresasthosefollowedinpreparation
ofconsolidatedfinancialstatementsasatandfortheyearendedMarch31,2024.Inaddition,tofacilitatepreparationofthespecialpurposeconsolidatedfinancial
statements,themanagementhasusedtheaccountingpolicychoices(i.e.,bothmandatoryexceptionsandoptionalexemptionsavailedasperIndAS101)asat
April01,2021,whichareconsistentwiththoseusedatthedateoftransitiontoIndAS(April01,2022)intheconsolidatedfinancialstatementsasatandforthe
year ended March 31, 2024.
I. Exemptions availed:
(a)IndAS101permitsafirst-timeadoptertoelecttocontinuewiththecarryingvalueforallofitsproperty,plantandequipmentasrecognisedinthefinancial
statementsasatthedateoftransitiontoIndAS,measuredasperthepreviousGAAPandusethatasitsdeemedcostasatthedateoftransitionaftermaking
necessary adjustments for de-commissioning liabilities. This exemption can also be used for intangible assets covered by Ind AS 38 Intangible Assets.
Accordingly, the Group has elected to measure all of its property, plant and equipment and intangible assets at their previous GAAP carrying value.
(b)IndAS101providestheoptiontoapplyIndAS103prospectivelyfromthetransitiondateorfromaspecificdatepriortothetransitiondate.TheGrouphas
elected to apply Ind AS 103 prospectively to business combinations occurring after its transition date.
UseofthisexemptionmeansthatBusinesscombinationsoccurringpriortothetransitiondatehavenotbeenrestatedandthePreviousGAAPcarryingamountsof
assets and liabilities, that are required to be recognised under Ind AS, is their deemed cost at the date of the acquisition. Afterthe dateofthe acquisition,
measurement is in accordance with respective Ind AS.
312Brigade Hotel Ventures Limited
CIN: U74999KA2016PLC095986
Annexure V
Material Accounting Policies and Other Explanatory Notes to Restated Consolidated Summary Statements
All amounts in Rupees Millions, except as otherwise stated
II. Exceptions availed:
(a)IndAS101requiresanentity’sestimatesinaccordancewithIndASsatthedateoftransitiontoIndAStobeconsistentwithestimatesmadeforthesamedate
maccordancewithpreviousGAAP(afteradjustmentstoreflectanydifferenceinaccountingpolicies),unlessthereisobjectiveevidencethatthoseestimateswere
in error.
TheGroup'sestimatesasatApril01,2022 arc consistentwith theestimates asat thesame datemade inconformitywith previous GAAPThe Group made
estimates for following items in accordance with Ind AS at the date of transition as these were not required under previous GAAP
> Investment earned at FVPL or FVOCI; and
> Impairment of financial assets based on expected credit loss model.
(b)IndAS101requiresafirst-timeadoptertoapplythede-recognitionprovisionsofIndAS109prospectivelyfortransactionsoccurringonorafterthedateof
transition to Ind AS. The Group has applied the de-recognition provisions of Ind AS 109 prospectively from the date of transition to Ind AS.
(c)Ind AS101 requires an entitytoassess classification and measurement offinancialassets (investmentin debt instruments)on the basisofthefactsand
circumstances that exist at the date of transition to Ind AS. The Group has applied the requirement of classification and measurement of financial assets
(investment in debt instruments) as above.
Asexplainedabove,therearenoconsolidatedfinancialstatementsoftheHoldingCompanyforthepreviousyearandtheconsolidatedfinancialstatementsasat
andfortheyearendedMarch31,2024arethefirstconsolidatedfinancialstatementspreparedbytheHoldingCompanyinaccordancewithInd-AS.TheHolding
Company’sseparatefinancialstatementscannotbeconsideredforthepurposeofgivingreconciliationsintheconsolidatedfinancialstatements.Sincethereisno
relevant previous GAAP financial statements from which the Holding Company is transitioning, no reconciliation is required in these consolidated financial
statements on first-time adoption of Ind AS by the Holding Company.
40 TheGrouphasaccumulatedlossesofRs.2,727.60millions(March31,2024:Rs.2,926.00millions,March31,2023:Rs.3,175.30millions)andtotalequityof
Rs.1,023.30millions(March31,2024:Rs.790.10millions,March31,2023:Rs.478.00millions). TheGroup’scurrentliabilitiesexceeditscurrentassetsbyRs.
1,140.50millions(March31,2024:Rs.607.70millions,March31,2023:Rs.1225.60millions).TheGroupisintheinitialphaseofitsoperationsandBrigade
Enterprises Limited, the ultimate parent company, is committed toprovide financialand operationalsupportto theGroup forits profitableoperations inthe
foreseeable future.
313Brigade Hotel Ventures Limited
CIN: U74999KA2016PLC095986
Annexure V
Material Accounting Policies and Other Explanatory Notes to Restated Consolidated Summary Statements
All amounts in Rupees Millions, except as otherwise stated
41 Standards notified but not yet effective
The new and amended standards and interpretations that are issued, but not yet effective, up to the date of issuance of the Restated Consolidated Summary
Statements are disclosed below. The Group will adopt this new and amended standard, when it become effective.
Lack of exchangeability – Amendments to Ind AS 21
The Ministry of Corporate Affairs notified amendments to Ind AS 21 The Effects of Changes in Foreign Exchange Rates to specify how an entity should assess
whether a currency is exchangeable and how it should determine a spot exchange rate when exchangeability is lacking. The amendments also require disclosure of
information that enables users of its financial statements to understand how the currency not being exchangeable into the other currency affects, or is expected to
affect, the entity’s financial performance, financial position and cash flows.
The amendments are effective for annual reporting periods beginning on or after 1 April 2025.
The amendments are not expected to have a material impact on the Restated Consolidated Summary Statements.
42 Subsequent events
Subsequent to March 31, 2025, the Company has allotted an aggregate of 14,000,000 Equity Shares on a preferential basis for an aggregate consideration of
Rs.1,260.00 million at a price of Rs.90 per Equity Share (including a premium of Rs.80 per Equity Share).
As per our report of even date attached
For S.R. Batliboi & Associates LLP For and on behalf of the Board of Directors of
Chartered Accountants Brigade Hotel Ventures Limited
ICAI Firm registration number: 101049W/E300004 CIN: U74999KA2016PLC095986
perSudhir Kumar Jain Nirupa Shankar Vineet Verma
Partner Managing Director Director
Membership no.: 213157 DIN: 02750342 DIN: 06362115
Place: Bengaluru Ananda Natarajan Akanksha Bijawat
Date: July 07, 2025 Chief Financial Officer Company Secretary
314Brigade Hotel Ventures Limited
CIN: U74999KA2016PLC095986
Annexure VI
Statement of Restatement Adjustments made in Restated Consolidated Summary Statements
All amounts in Rupees Millions, except as otherwise stated
Part A: Statement of restatement adjustments to audited consolidated financial statements:
(a) Reconciliation between total equity as per audited consolidated financial statements and restated consolidated summary statements
Particulars As at
March 31, 2025 March 31, 2024 March 31, 2023
Total Equity (as per audited consolidated financial statements) 1,023.30 790.10 478.00
Restatement adjustments - - -
Total equity as per restated consolidated summary statement 1,023.30 790.10 478.00
of assets and liabilities
75.21 #
(b) Reconciliation of total comprehensive income/(loss)
Particulars For the year ended
March 31, 2025 March 31, 2024 March 31, 2023
Total comprehensive income/(loss) for the year as per audited consolidated 233.20 312.10 (29.40)
financial statements
Restatement adjustments - - -
Restated total comprehensive income/(loss) for the year as per restated 233.20 312.10 (29.40)
consolidated summary statement of profit and loss
#REF! #REF! #
Part BMaterial regrouping
Therehavebeennore-groupingsrequiredtobemadeintherestatedconsolidatedsummarystatementsofassetsandliabilities,restatedconsolidatedsummary
statementofprofitandloss(includingothercomprehensiveincome)andrestatedconsolidatedsummarystatementsofcashflows,whereverrequired,by
reclassificationofthecorrespondingitemsofincome,expenses,assets,liabilitiesandcashflows,inordertobringtheminlinewiththeaccountingpoliciesand
classificationaspertherestatedconsolidatedsummarystatementsoftheGroupfortheyearendedMarch31,2025preparedinaccordancewithScheduleIII
ofCompaniesAct,2013,requirementsofIndAS1-'Presentationoffinancialstatements'andotherapplicableIndASprinciplesandtherequirementsofthe
Securities and Exchange Board of India (Issue of Capital & Disclosure Requirements) Regulations, 2018, as amended.
Part CNon-adjusting events
Audit qualifications for the respective years, which do not require any adjustments in the restated consolidated summary statements are as follows:
(a) There are no audit qualification in auditor's report for each of the years ended March 31, 2025, March 31, 2024 and March 31, 2023.
(b)OtherauditqualificationsincludedintheannexuretotheAuditors’reportsissuedunderCompanies(Auditor’sReport)Order,2020,ontheconsolidated
financialstatementsfortheyearendedMarch31,2025,whichdonotrequireanycorrectiveadjustmentintheRestatedConsolidatedSummaryStatementsare
as follows:
Brigade Hotel Ventures Limited
Clause (vii)(b) of Companies (Auditor’s Report) Order, 2020
Theduesofgoodsandservicestax,providentfund,employees’stateinsurance,income-tax,sales-tax,servicetax,dutyofcustom,dutyofexcise,valueadded
tax, cess, and other statutory dues which have not been deposited on account of any dispute, are as follows:
Name of the Statute Nature of Amount Amount paid under Period to which the Forum where the
the Dues demanded protest amount relates dispute is pending
(Rs. in Millions) (Rs. in Millions)
Karnataka Municipal Corporations Act, 1976 Property 922.20 459.10 2011-12 High Court of Karnataka
read with Bruhat Bangalore Mahanagara Palike Tax to
Property Tax Rules, 2009 2021-22
Central Goods and Services Tax Act, 2017; Goods and 60.00 4.90 2018-19 Commissioner of Central
Karnataka Goods and Services Tax Act, 2017 Services to Tax (Appeals), Bengaluru
and Integrated Goods and Services Tax Act, Tax 2020-21
2017 2.70 Nil 2019-20 Assistant Commissioner of
to Central Tax (Appeals),
2020-21 Bengaluru
Central Goods and Services Tax Act, 2017;Goods and 10.00 0.60 2020-21 Deputy Commissioner of
GujaratGoodsandServicesTaxAct,2017andServices State Tax (Appeals),
Integrated Goods and Services Tax Tax Gandhinagar
Act, 2017 130.10 6.30 2019-20 Deputy Commissioner of
State Tax (Appeals),
Gandhinagar
Central Goods and Services Tax Act, 2017;Goods and 0.50 Nil 2018-19 Assistant Commissioner
KeralaGoodsandServicesTaxAct,2017andServices Central Tax and Central
Integrated Goods and Services Tax Act, 2017 Tax Excise, Kakkanad
Income Tax Act, 1961 Income 0.10 Nil 2019-20 Principal Commissioner of
Tax Income Tax
23.50 Nil 2021-22 National Faceless
Appeal Centre (NFAC),
Delhi
315Brigade Hotel Ventures Limited
CIN: U74999KA2016PLC095986
Annexure VI
Statement of Restatement Adjustments made in Restated Consolidated Summary Statements
All amounts in Rupees Millions, except as otherwise stated
Clause (xix) of Companies (Auditor’s Report) Order, 2020
Onthebasisofthefinancialratiosdisclosedinnote37tothestandalonefinancialstatements,theageingandexpecteddatesofrealizationoffinancialassets
and payment of financial liabilities, other information accompanying the standalone financial statements, our knowledge of the Board of Directors and
managementplansandbasedonourexaminationoftheevidencesupportingtheassumptionsandconsideringtheCompany’scurrentliabilitiesexceedsthe
currentassetsbyRs.1,001.10millions,theCompanyhasobtainedtheletteroffinancialsupportfromitsholdingcompany,nothinghascometoourattention,
whichcausesustobelievethatCompanyisnotcapableofmeetingitsliabilities,existingatthedateofbalancesheet,asandwhentheyfallduewithinaperiod
of one year from the balance sheet date.
We,furtherstatethatthisisnotanassuranceastothefutureviabilityoftheCompanyandourreportingisbasedonthefactsuptothedateoftheauditreport
andweneithergiveanyguaranteenoranyassurancethatallliabilitiesfallingduewithinaperiodofoneyearfromthebalancesheetdate,willgetdischarged
by the Company as and when they fall due.
(c)OtherauditqualificationsincludedintheannexuretotheAuditors’reportsissuedunderCompanies(Auditor’sReport)Order,2020,ontheconsolidated
financialstatementsfortheyearendedMarch31,2024,whichdonotrequireanycorrectiveadjustmentintheRestatedConsolidatedSummaryStatementsare
as follows:
Brigade Hotel Ventures Limited
Clause (vii)(b) of Companies (Auditor’s Report) Order, 2020
Theduesofgoodsandservicestax,providentfund,employees’stateinsurance,income-tax,sales-tax,servicetax,dutyofcustom,dutyofexcise,valueadded
tax, cess, and other statutory dues which have not been deposited on account of any dispute, are as follows:
Name of the Statute Nature of Amount Amount paid under Period to which the Forum where the
the Dues demanded protest amount relates dispute is pending
(Rs. in Millions) (Rs. in Millions)
Karnataka Municipal Corporations Act, 1976 Property 922.20 409.30 2011-12 High Court of Karnataka
read with Bruhat Bangalore Mahanagara Palike Tax to
Property Tax Rules, 2009 2021-22
Central Goods and Services Tax Act, 2017; Goods and 60.00 2.40 2018-19 Commissioner of Central
Karnataka Goods and Services Tax Act, 2017 Services to Tax (Appeals), Bengaluru
and Integrated Goods and Services Tax Act, Tax 2020-21
2017 10.00 0.60 2020-21 Joint Commissioner of State
Tax (Appeals), Ahmedabad
Income Tax Act, 1961 Income 23.50 Nil 2019-20 National Faceless Appeal
Tax to Centre (NFAC), Delhi
2021-22
Clause (xix) of Companies (Auditor’s Report) Order, 2020
Onthebasisofthefinancialratiosdisclosedinnote37tothestandalonefinancialstatements,theageingandexpecteddatesofrealizationoffinancialassets
and payment of financial liabilities, other information accompanying the standalone financial statements, our knowledge of the Board of Directors and
managementplansandbasedonourexaminationoftheevidencesupportingtheassumptionsandconsideringtheCompany’scurrentliabilitiesexceedsthe
currentassetsbyRs.476.70millions,theCompanyhasobtainedtheletteroffinancialsupportfromitsholdingcompany,nothinghascometoourattention,
whichcausesustobelievethatCompanyisnotcapableofmeetingitsliabilities,existingatthedateofbalancesheet,asandwhentheyfallduewithinaperiod
of one year from the balance sheet date.
We,furtherstatethatthisisnotanassuranceastothefutureviabilityoftheCompanyandourreportingisbasedonthefactsuptothedateoftheauditreport
andweneithergiveanyguaranteenoranyassurancethatallliabilitiesfallingduewithinaperiodofoneyearfromthebalancesheetdate,willgetdischarged
by the Company as and when they fall due.
316Brigade Hotel Ventures Limited
CIN: U74999KA2016PLC095986
Annexure VI
Statement of Restatement Adjustments made in Restated Consolidated Summary Statements
All amounts in Rupees Millions, except as otherwise stated
(d)Auditmodificationincludedinauditor'sreportontheconsolidatedfinancialstatementsforthefinancialyearendedMarch31,2025under"ReportonOther
Legal and Regulatory Requirements" is as follows:
Brigade Hotel Ventures Limited
Inouropinion,properbooksofaccountasrequiredbylawrelatingtopreparationoftheaforesaidconsolidationofthefinancialstatementshavebeenkeptso
farasitappearsfromourexaminationofthosebooksandreportsoftheotherauditors,exceptforthemattersstatedinnote36totheconsolidatedfinancial
statementswithrespecttotheHoldingCompanythatthebackupofthebooksofaccountandotherbooksandpapersmaintainedinelectronicmodewith
respecttoindividualhotelunitsoftheHoldingCompanyhasnotbeenmaintainedonserversphysicallylocatedinIndiaondailybasisandforthematters
stated in the paragraph (j)(vi) below on reporting under Rule 11(g).
Themodificationrelatingtothemaintenanceofaccountsandothermattersconnectedtherewithareasstatedinparagraph(b)aboveonreportingunderSection
143(3)(b) and paragraph (j)(vi) below on reporting under Rule 11(g);
Basedonourexaminationwhichincludedtestchecksandthatperformedbytherespectiveauditorsofthesubsidiary,whichisacompanyincorporatedinIndia
whosefinancialstatementshavebeenauditedundertheAct,theGrouphasusedaccountingsoftwareformaintainingitsbooksofaccountwhichhasafeature
ofrecordingaudittrail(editlog)facilityandthesamehasoperatedthroughouttheyearforallrelevanttransactionsrecordedintheaccountingsoftwareexcept
that,audittrailfeatureisnotenabledforcertainchangesmade,ifany,usingcertainaccessrightsandinrespectofindividualhotelunitsoftheHolding
Companywhereinitsaccountingsoftwaredidnothavetheaudittrailfeatureenabledthroughouttheyear,asdescribedinnote36totheconsolidatedfinancial
statements.Further,duringthecourseofaudit,weandtherespectiveauditorsoftheabovereferredsubsidiarydidnotcomeacrossanyinstanceofaudittrail
featurebeingtamperedwithinrespectoftheaccountingsoftwaretotheextentaudittrailfeatureisenabled.Additionally,theaudittrailinrespectofthe
relevantprioryear has notbeenpreservedbythe HoldingCompanyas perthe statutoryrequirements forrecordretention, as stated in Note 36 tothe
consolidated financial statements.
(e)Auditmodificationincludedinauditor'sreportontheconsolidatedfinancialstatementsforthefinancialyearendedMarch31,2024under"ReportonOther
Legal and Regulatory Requirements" is as follows:
Brigade Hotel Ventures Limited
Inouropinion,properbooksofaccountasrequiredbylawrelatingtopreparationoftheaforesaidconsolidationofthefinancialstatementshavebeenkeptso
farasitappearsfromourexaminationofthosebooksandreportsoftheotherauditors,exceptforthemattersstatedinnote37totheconsolidatedfinancial
statementswithrespecttoHoldingCompanythatthebackupofthebooksofaccountandotherbooksandpapersmaintainedinelectronicmodewithrespectto
individualhotelunitsoftheHoldingCompanyhasnotbeenmaintainedonserversphysicallylocatedinIndiaondailybasisandforthemattersstatedinthe
paragraph (j)(vi) below on reporting under Rule 11(g).
Themodificationrelatingtothemaintenanceofaccountsandothermattersconnectedtherewithareasstatedinparagraph(b)aboveonreportingunderSection
143(3)(b) and paragraph (j)(vi) below on reporting under Rule 11(g)
Basedonourexaminationwhichincludedtestchecksandthatperformedbytherespectiveauditorsofthesubsidiary,whichisacompanyincorporatedinIndia
whosefinancialstatementshavebeenauditedundertheAct,theGrouphasusedaccountingsoftwareformaintainingitsbooksofaccountwhichhasafeature
ofrecordingaudittrail(editlog)facilityandthesamehasoperatedthroughouttheyearforallrelevanttransactionsrecordedintheaccountingsoftwareexcept
that,audittrailfeatureisnotenabledforcertainchangesmade,ifany,usingcertainaccessrightsandinrespectofindividualhotelunitsoftheHolding
Companywhereinitsaccountingsoftwaredidnothavetheaudittrailfeatureenabledthroughouttheyear,asdescribedinnote37totheconsolidatedfinancial
statements.Further,duringthecourseofaudit,weandtherespectiveauditorsoftheabovereferredsubsidiarydidnotcomeacrossanyinstanceofaudittrail
feature being tampered with in respect of the accounting software.
317Brigade Hotel Ventures Limited
CIN: U74999KA2016PLC095986
Annexure VI
Statement of Restatement Adjustments made in Restated Consolidated Summary Statements
All amounts in Rupees Millions, except as otherwise stated
(f) Emphasis of matters not requiring adjustment to Restated Consolidated Summary Statements. are as follows:
As at and for the year ended March 31, 2025
Emphasis of matter - ongoing litigation
WedrawattentiontoNote27(b)(iii)totheconsolidatedfinancialstatements,inconnectionwithanongoinglitigationrelatingtoassessmentofpropertytax.
Pendingultimateoutcomeofthematter,noadjustmentshavebeenmadeintheaccompanyingconsolidatedfinancialstatements.Ouropinionisnotmodifiedin
respect of this matter.
The matter described in Emphasis of Matter paragraph above, in our opinion, may have an adverse effect on the functioning of the Group.
As at and for the year ended March 31, 2024
Emphasis of matter - ongoing litigation
WedrawattentiontoNote28(b)(iii)totheconsolidatedfinancialstatements,inconnectionwithanongoinglitigationrelatingtoassessmentofpropertytax.
Pendingultimateoutcomeofthematter,noadjustmentshavebeenmadeintheaccompanyingconsolidatedfinancialstatements.Ouropinionisnotmodifiedin
respect of this matter.
The matter described in Emphasis of Matter paragraph above, in our opinion, may have an adverse effect on the functioning of the Group.
As at and for the year ended March 31, 2023
Emphasis of matter - ongoing litigation
WedrawattentiontoNote28(b)(iii)tothespecialpurposeconsolidatedfinancialstatements,inconnectionwithanongoinglitigationrelatingtoassessmentof
property tax. Pending ultimate outcome of the matter, no adjustments have been made in the accompanying special purpose consolidated financial statements.
Emphasis of matter - Basis of preparation and restriction of use
WedrawattentiontoNote2tothespecialpurposeconsolidatedfinancialstatements,whichdescribesthebasisofpreparationofthese specialpurpose
consolidatedfinancialstatementswhichstatesthatthesespecialpurposeconsolidatedfinancialstatementshavebeenpreparedtocomplywithE-maildated
May20,2024receivedfromBookRunningLeadManagers,whichconfirmsthattheCompanyshouldpreparethesefinancialstatementsinaccordancewith
IndianAccountingStandards(IndAS)andthatthesearerequiredbasedonemaildatedOctober28,2021fromSecuritiesandExchangeBoardofIndia
(“SEB1”)toAssociationofInvestmentBankersofIndia(“SEBILetter”).Accordingly,thespecialpurposeconsolidatedfinancialstatementsmaynotbe
suitableforanyotherpurposeandthisreportshouldnotbeused,referredtoordistributedforanyotherpurpose.Wehavenoresponsibilitytoupdatethis
report for events and circumstances occurring after the date of this report.
Our opinion is not modified in respect of these matters.
The above Statement should be read with the Annexure V - Material Accounting Policies and Other Explanatory Notes to Restated Consolidated Summary
Statements.
As per our report of even date attached
For S.R. Batliboi & Associates LLP For and on behalf of the Board of Directors of
Chartered Accountants Brigade Hotel Ventures Limited
ICAI Firm registration number: 101049W/E300004 CIN: U74999KA2016PLC095986
perSudhir Kumar Jain Nirupa Shankar Vineet Verma
Partner Managing Director Director
Membership no.: 213157 DIN: 02750342 DIN: 06362115
Place: Bengaluru Ananda Natarajan Akanksha Bijawat
Date: July 07, 2025 Chief Financial Officer Company Secretary
318OTHER FINANCIAL INFORMATION
The accounting ratios derived from the Restated Consolidated Summary Statements as required under Clause 11 of Part A of
Schedule VI of the SEBI ICDR Regulations are given below:
Particulars As at and for the Financial Year ended
March 31, 2025 March 31, 2024 March 31, 2023
Restated Earnings/(loss) per share (“EPS’)
attributable to equity holders of the Parent
- Basic EPS (in ₹)(1) 0.72 0.88 (0.14)
- Diluted EPS (in ₹)(2) 0.72 0.88 (0.14)
RoNW (%)(3) 30.11% 53.01% (9.14%)
Net Asset Value per equity share (in ₹)(4) 2.79 2.09 1.20
EBITDA (in ₹ million) (5) 1668.70 1,446.10 1,139.80
Notes:
1) Basic EPS amounts are calculated by dividing the restated profit or loss attributable to equity holders of the Company by the weighted average number
of equity shares outstanding during the year as per Ind AS 33 – Earnings per share.
2) Diluted EPS amounts are calculated by dividing the restated profit or loss attributable to equity holders of the Company by the weighted average
number of equity shares outstanding during the year plus the weighted average number of equity shares that would be issued on conversion of all the
dilutive potential equity shares into equity shares as per Ind AS 33 – Earnings per share.
3) Return on net worth (RoNW) are calculated Restated Profit/(loss) for the year divided by the Net Worth as at the end of the respective year.
4) Net asset value per equity share is calculated by dividing Net worth as at the end of the year by weighted average number of equity shares outstanding
during the respective year.
5) EBITDA is calculated as Restated profit/(loss) for the year plus total tax expense plus finance costs plus depreciation and amortisation expenses.
Non-GAAP Financial Measures
This Red Herring Prospectus includes certain Non-GAAP financial measures and other statistical information relating to our
operations and financial performance (together, “Non-GAAP Measures” and each a “Non-GAAP Measure”), as presented
below. These Non-GAAP financial measures are not required by or presented in accordance with Ind AS.
Further, these Non-GAAP Measures are not a measurement of our financial performance or liquidity under Ind AS and should
not be considered in isolation or construed as an alternative to cash flows, profit/ (loss) for the years or any other measure of
financial performance or as an indicator of our operating performance, liquidity, profitability or cash flows generated by
operating, investing or financing activities derived in accordance with Ind AS. In addition, these Non-GAAP Measures are not
standardized terms, hence a direct comparison of these Non-GAAP Measures between companies may not be possible. Other
companies may calculate these Non-GAAP Measures differently from us, limiting its usefulness as a comparative measure.
Although such Non-GAAP Measures are not a measure of performance calculated in accordance with applicable accounting
standards, our Company’s management believes that they are useful to an investor in evaluating us as they are widely used
measures to evaluate a company’s operating performance. For further information, please refer to “Risk Factors – 60. Certain
non-GAAP financial measures and certain other statistical information relating to our operations and financial performance
have been included in this Red Herring Prospectus. These non-GAAP financial measures are not measures of operating
performance or liquidity defined by Ind AS and may not be comparable” on page 70.
Reconciliation of Non-GAAP measures
Analysts, and other interested parties frequently use various non-GAAP financial measures as performance measures, and our
management believes that providing such non-GAAP financial measure allows users to make additional comparisons and to
understand our ongoing business. Reconciliation for the following non-GAAP financial measures included in this Red Herring
Prospectus, EBITDA, and other financial parameters such as return on net worth, return on capital employed, return on adjusted
capital employed, net worth, debt service coverage ratio, debt equity ratio, EBITDA/Finance Costs, total borrowings and net
asset value per equity share are given below:
Reconciliation from Restated profit/loss for the year to EBIT, EBITDA and EBITDA Margin
(₹ in million, unless otherwise stated)
Particulars For the year ended March 31, For the year ended March For the year ended
2025 31, 2024 March 31, 2023
Restated profit/(loss) for the year (A) 236.60 311.40 (30.90)
Total tax expense (B) 208.50 9.40 (14.50)
Finance costs (C) 725.60 688.90 691.70
EBIT (D = A+B+C) 1,170.70 1,009.70 646.30
Depreciation and amortisation expenses 498.00 436.40 493.50
(E)
EBITDA (F = D+E) 1,668.70 1,446.10 1,139.80
Total Income (G) 4,706.80 4,048.50 3,564.10
EBITDA Margin (EBITDA as a 35.45% 35.72% 31.98%
percentage of Total Income) (in %) (H =
F/G)
319Reconciliation from Total Borrowings to Net Borrowings
(₹ in million)
Particulars As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
Total borrowings (A) 6,173.20 6,011.90 6,325.00
Cash and cash equivalents (B) 107.70 79.80 77.60
Bank balances other than cash and cash 115.90 122.80 232.50
equivalents (C)
Net Borrowings (D = A - B - C) 5,949.60 5,809.30 6,014.90
Reconciliation from Equity Share Capital to Net worth and return on net worth
(₹ in million, unless otherwise stated)
Particulars As at and for the year ended As at and for the year As at and for the year
March 31, 2025 ended March 31, 2024 ended March 31, 2023
Equity share capital (A) 2,814.30 10.00 10.00
Instruments entirely equity in nature (B) 15.00 2,819.30 2,819.30
Equity Component of Compound 675.00 675.00 675.00
Financial Instruments (C)
General Reserves (D) 9.10 9.10 9.10
Retained earnings (E) (2,727.60) (2,926.00) (3,175.30)
Net Worth (F = A+B+C+D+E) 785.80 587.40 338.10
Restated profit/(loss) for the year (G) 236.60 311.40 (30.90)
Return on Net Worth (H = G/F) (in %) 30.11% 53.01% (9.14%)
Reconciliation from Total Equity to capital employed, return on capital employed, Adjusted Capital Employed, and Return
on Adjusted Capital Employed
(₹ in million, unless otherwise stated)
Particulars As at and for the year ended As at and for the year As at and for the year ended
March 31, 2025 ended March 31, 2024 March 31, 2023
Total Equity (A) 1,023.30 790.10 478.00
Total Borrowings (B) 6,173.20 6,011.90 6,325.00
Total lease liabilities (C) 1,402.00 1,183.40 675.20
Capital Employed (D=A+B+C) 8,598.50 7,985.40 7,478.20
Adjusted Capital Employed (E=D-C) 7,196.50 6,802.00 6,803.00
EBIT (F) 1,170.70 1,009.70 646.30
Return on Capital Employed (G=F/D) (in 13.62% 12.64% 8.64%
%)
Return on Adjusted Capital Employed (in 16.27% 14.84% 9.50%
%) (H=F/E)
Reconciliation from Equity share capital to net asset value per equity share
(₹ in million, unless otherwise stated)
Particulars As at and for the year ended As at and for the year As at and for the year ended
March 31, 2025 ended March 31, 2024 March 31, 2023
Equity share capital (A) 2,814.30 10.00 10.00
Instruments entirely equity in nature (B) 15.00 2,819.30 2,819.30
Equity Component of Compound 675.00 675.00 675.00
Financial Instruments (C)
General reserve (D) 9.10 9.10 9.10
Retained earnings (E) (2,727.60) (2,926.00) (3,175.30)
Net Worth (F = A+B+C+D+E) 785.80 587.40 338.10
Weighted average number of Equity 281.43 281.43 281.43
Shares outstanding during the year (in
million) (G)
Net Asset Value per Equity Share (₹) (H= 2.79 2.09 1.20
F/G)
Reconciliation from Finance Costs to EBITDA/Finance Costs
(₹ in million, unless otherwise stated)
Particulars For the year ended March 31, For the year ended March For the year ended March
2025 31, 2024 31, 2023
Finance costs (A) 725.60 688.90 691.70
EBITDA (B) 1,668.70 1,446.10 1,139.80
EBITDA/Finance costs (in times) (C = 2.30 2.10 1.65
B/A)
320Reconciliation from Restated profit/(loss) for the year to Debt Service Coverage Ratio
(₹ in million, unless otherwise stated)
Particulars For the year ended March For the year ended March For the year ended March
31, 2025 31, 2024 31, 2023
Restated profit/(loss) for the year (A) 236.60 311.40 (30.90)
Add: non-cash operating expenses and
finance cost
Depreciation and amortisation expenses 725.60 436.40 493.50
(B)
Finance costs (C) 498.00 688.90 691.70
Earnings available for debt service 1,460.20 1,436.70 1,154.30
D=(A+B+C)
Finance costs - on bank borrowings (E) 400.50 440.00 479.70
Repayment of non-current borrowings 471.80 680.60 1,025.10
(F)
Debt service (H) = (E) + (F) 872.30 1,120.60 1,504.80
Debt service coverage ratio (in times) (I) 1.67 1.28 0.77
= (D) /(H)
Reconciliation of Debt equity ratio
(₹ in million, unless otherwise stated)
Particulars As at March 31, 2025 As at March 31, 2024 As at March 31, 2023
Total Borrowings* (A) 6,173.20 6,011.90 6,325.00
Total Lease liabilities* (B) 1,402.00 1,183.40 675.20
Total Equity (C) 1,023.30 790.10 478.00
Debt Equity Ratio (in times) 7.40 9.11 14.64
[D=(A+B)/C]
* Includes both current and non-current balances.
In accordance with the SEBI ICDR Regulations, the audited standalone financial statements of our Company as at and for the
Financial Years ended March 31, 2025, March 31, 2024 and March 31, 2023 (collectively, the “Audited Financial
Statements”) are available on our website at https://bhvl.in/financials/. Further, the audited standalone financial statements of
our Material Subsidiary for the Financial Years ended March 31, 2025, March 31, 2024 and March 31, 2023 (“Subsidiary
Financial Statements”) will be available on our website at https://bhvl.in/subsidiary-financials/.
Our Company is providing a link to this website solely to comply with the requirements specified in the SEBI ICDR
Regulations. The Audited Financial Statements and Subsidiary Financial Statements and reports thereon do not constitute, (i) a
part of this Red Herring Prospectus; or (ii) a prospectus, a statement in lieu of a prospectus, an Issuing circular, an Issuing
memorandum, an advertisement, an Issue or a solicitation of any Issue or an Issue document or recommendation or solicitation
to purchase or sell any securities under the Companies Act, the SEBI ICDR Regulations, or any other applicable law in India
or elsewhere. The Audited Financial Statements and Subsidiary Financial Statements and reports thereon should not be
considered as part of information that any investor should consider subscribing for or purchase any securities of our Company
and should not be relied upon or used as a basis for any investment decision.
None of our Company or any of its advisors, nor BRLMs nor any of their respective employees, directors, affiliates, agents or
representatives accept any liability whatsoever for any loss, direct or indirect, arising from any information presented or
contained in the Audited Financial Statements and Subsidiary Financial Statements, or the opinions expressed therein.
Related Party Transactions
For details of the related party transactions, as per the requirements under applicable Accounting Standards i.e. Ind AS 24
‘Related Party Disclosures’ read with SEBI ICDR Regulations for the Financial Years ended March 31, 2025, March 31, 2024
and March 31, 2023 and as reported in the Restated Consolidated Summary Statements, see “Restated Consolidated Summary
Statements – Note 29” on page 301.
321MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
The following discussion is intended to convey the management’s perspective on our financial condition and results of
operations for Fiscals 2025, 2024 and 2023 and should be read in conjunction with “Restated Consolidated Summary
Statements” on page 254.
This Red Herring Prospectus may include forward-looking statements that involve risks and uncertainties, and our actual
financial performance may materially vary from the conditions contemplated in such forward-looking statements as a result of
various factors, including those described below and elsewhere in this Red Herring Prospectus. For further information, see
“Forward-Looking Statements” on page 18. Also see “Risk Factors” and “- Significant Factors Affecting our Results of
Operations and Financial Condition” on pages 31 and 322, respectively, for a discussion of certain factors that may affect our
business, financial condition or results of operations.
Our Company’s Fiscal commences on April 1 and ends on March 31 of the immediately subsequent year, and references to a
particular Fiscal are to the 12 months ended March 31 of that particular year. Unless otherwise indicated or the context
otherwise requires, the financial information for Fiscals 2025, 2024 and 2023 included herein is derived from the Restated
Consolidated Summary Statements, included in this Red Herring Prospectus. For further information, see “Restated
Consolidated Summary Statements” on page 254.
Ind AS differs in certain respects from Indian GAAP, IFRS and U.S. GAAP and other accounting principles with which
prospective investors may be familiar. Also see “Risk Factors — 71. Significant differences exist between Ind AS and other
accounting principles, such as U.S. GAAP and IFRS, which investors may be more familiar with and may consider material to
their assessment of our financial condition.” on page 74.
Unless otherwise indicated, industry and market data used in this section has been derived from the industry report titled “India
Hotel Sector” dated July 6, 2025 (the “Horwath HTL Report”) prepared and issued by Crowe Horwath HTL Consultants
Private Limited, appointed by us pursuant to an engagement letter dated March 7, 2024 (accepted by our Company on March
13, 2024) and the revised engagement letter dated December 19, 2024 read with the addendum to the engagement letter dated
May 2, 2025 and exclusively commissioned and paid for by us to enable the investors to understand the industry in which we
operate in connection with the Issue. The data included herein includes excerpts from the Horwath HTL Report and may have
been re-ordered by us for the purposes of presentation. Unless otherwise indicated, financial, operational, industry and other
related information derived from the Horwath HTL Report and included herein with respect to any particular calendar year/
Fiscal refers to such information for the relevant calendar year/ Fiscal. Further, references to various segments in the Horwath
HTL Report and information derived therefrom are references to industry segments and in accordance with the presentation,
analysis and categorisation in the Horwath HTL Report. Our segment reporting in our financial statements is based on the
criteria set out in Ind AS 108, Operating Segments and we do not present such industry segments as operating segments. A
copy of the Horwath HTL Report is available on the website of our Company www.bhvl.in. For further information, see “Risk
Factors – 62. Certain sections of this Red Herring Prospectus disclose information from the Horwath HTL Report which is a
paid report and commissioned and paid for by us exclusively in connection with the Issue and any reliance on such information
for making an investment decision in the Issue is subject to inherent risks.” on page 71. Also see, “Certain Conventions, Use
of Financial Information and Market Data and Currency of Presentation – Industry and Market Data” on page 17.
OVERVIEW
For details regarding the overview of the Company, see “Our Business – Overview” on page 188.
SIGNIFICANT FACTORS AFFECTING OUR RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Our results of operations and financial condition are affected by a number of important factors including:
Development of Hotel Properties
We have a portfolio of nine operating hotels across Bengaluru (Karnataka), Chennai (Tamil Nadu), Kochi (Kerala), Mysuru
(Karnataka) and the GIFT City (Gujarat). We intend to develop five additional hotels. In particular, we plan to develop a luxury
beach resort in Chennai (Tamil Nadu) and two upper midscale hotels in Bengaluru (Karnataka). With respect to the luxury
beach resort, we have entered into a definitive agreement with Hyatt to develop the resort under the ‘Grand Hyatt’ brand.
Similarly, with respect to the two upper midscale hotels in Bengaluru (Karnataka), we have entered into definitive agreements
with Marriott to develop these hotels under the ‘Fairfield by Marriott’ brand. We also intend to develop a luxury hotel under
the InterContinental brand in Hyderabad (Telangana), for which our Promoter, BEL, has entered into a definitive agreement
with InterContinental Hotels Group. In addition, we plan to develop a wellness resort on 14.70 acres in Vaikom, Kerala of
which we own 7.08 acres and have entered into a memorandum of agreement dated October 21, 2024 with Brigade Hospitality
Services Limited to purchase the balance 7.62 acres. We have also entered into a definitive agreement with Marriott to develop
this resort under ‘The Ritz-Carlton’ brand. We intend to complete the construction of the luxury beach resort in Chennai (Tamil
Nadu) and two upper midscale hotels in Bengaluru (Karnataka) by Fiscal 2028 and the remaining two hotels (including the
322wellness resort) by Fiscal 2029.
From time to time, we may enter into definitive or non-binding memoranda of understanding (“MoUs”) for development of
hotels in future. For example, we have entered into (i) a definitive agreement with Marriott for a hotel to be situated at OMR in
Chennai (Tamil Nadu) under the “JW Marriott” brand; (ii) a non-binding MoU with Marriott for a hotel to be situated at World
Trade Center in Chennai (Tamil Nadu) under the “Courtyard by Marriott” brand; and (iii) a non-binding MoU with Marriott
for a hotel to be situated in World Trade Center in Thiruvananthapuram (Kerala) under the “Marriott” brand. As of the date of
this Red Herring Prospectus, we do not have any land or building arrangements where the aforementioned hotels may be
situated.
Our cost of development is affected by price fluctuations in raw materials, in particular, cement, steel, bricks, glass, electrical
accessories, plumbing materials, tiles and paints, lifts and escalators. We oversee the progress and quality of construction to
ensure that the costs are under budgetary control. However, any unreasonable cost escalation due to shortage, supply limitations
or circumstances beyond our control, could adversely impact the cost and time taken for development and resultantly our return
on investment. Further, for development of hotels in new geographies, we may or may not be able to respond to customer
requirements as compared to our competitors. The development and construction of real estate projects are subject to inherent
development risks. See, “Risk Factors – 3. We intend to develop five additional hotels and if we are unable to develop these
hotels in a timely manner, our business, results of operations, financial condition and cash flows will be adversely affected.”
on page 34.
Our Relationships with Hotel Operators
As on the date of this Red Herring Prospectus, we had a portfolio of nine operating hotels. Of these, four hotels are operated by
Accor, three hotels are operated by InterContinental Hotels Group, two hotels are operated by Marriott. The following table
sets forth details of our relationship with each of our hotel operators, along with revenue attributable to our hotels operated by
each of them for the years indicated:
Revenue from hotels Average period Fiscal 2025 Fiscal 2024 Fiscal 2023
operated by of relationship/
tenure (in years)
Amount Percentage Amount Percentage of Amount Percentage of
(₹ million) of revenue (₹ revenue from (₹ revenue from
from million) operations million) operations
operations
Marriott 19 2,051.61 43.81% 1,708.15 42.52% 1,438.53 41.08%
Accor 17 1,115.05 23.81% 956.59 23.81% 893.98 25.53%
InterContinental Hotels 13 1,485.52 31.72% 1,325.53 33.00% 1,143.22 32.64%
Group
The hotel operation agreements provide the hotel operator with day-to-day operational discretion, including personnel
management, setting price and rate schedules, managing food and beverage service, procurement of inventories, supplies and
services, negotiating and executing agreements with third parties such as vendors, licensees and concessionaires and carrying
out marketing, sales, reservations and advertising operations for the hotel, among others. Pursuant to the hotel operations
agreements entered into with our hotel operators, we are obliged to pay fees linked to our revenue and profitability for services
and know-how rendered by these hotel operators. In addition, we are also required to pay certain fees which are linked to our
revenue for the trademark licence granted by these hotel operators under the relevant trademark license agreements. The
following table sets forth details of the operator management fees and other fees and charges paid by us to the hotel operators
for our hotels for the years indicated:
Particular Fiscal 2025 Fiscal 2024 Fiscal 2023
Amount Percentage Amount Percentage Amount Percentage
(₹ of revenue (₹ of revenue (₹ of revenue
million) from million) from million) from
operations operations operations
Operator management fees and other fees & 205.25 4.38% 173.49 4.32% 150.93 4.31%
charges
In the event our relationships with the hotel operators deteriorate and our agreements with them are terminated, or if we are
unable to enter into hotel operator services agreements for our new hotels, our results of operations may be adversely affected.
See also “Risk Factors – 1. We have entered into hotel operator services agreements and other related agreements with
Marriott, Accor and InterContinental Hotels Group to receive operating and marketing services for our hotels. In Fiscal 2025,
two of our hotels which are operated by Marriott contributed 43.81% of our revenue from operations. If these agreements are
323terminated or not renewed, our business, results of operations, financial condition and cash flows may be adversely affected.”
on page 31.
Changes in Consumer Demand due to Seasonality and Macroeconomic Conditions
Consumer demand for our hotels can subject our revenues to significant volatility, and are largely affected by seasonal variations
across the hospitality industry as well as general macroeconomic conditions in India and globally. The periods during which
our hotels experience higher revenues vary from property to property, depending principally upon location and the guests
served. Our revenues are generally higher during the second half of each Fiscal as compared to first half of the Fiscal.
Seasonality affects leisure travel and the meetings, incentives, conferences and exhibitions (“MICE”) bookings, including
weddings. According to the Horwath HTL Report, the winter months are preferred for travel into India for leisure, MICE events,
leadership level business travel and high-end destination weddings. Further, the months from October through March of any
Fiscal are materially busier than the summer and monsoon seasons, as per the Horwath HTL Report. This seasonality can be
expected to cause quarterly fluctuations in our revenue, profit margins and net earnings. The table below sets forth details of
average occupancy in the periods indicated:
Particulars From October From April 1, From April 1, From October From April 1, From October
1, 2024 till 2024 till 2023 till 1, 2023 till 2022 till 1, 2022 till
March 31, September 30, September 30, March 31, September 30, March 31,
2025 2024 2023 2024 2022 2023
Average occupancy* 79.78% 77.42% 70.01% 74.38% 64.55% 65.30%
Revenue per available 5,703.74 4,777.38 4,261.29 4,962.23 3,494.99 4,236.37
room
(“RevPAR”)(₹)**
*Average Occupancy represents the total number of room nights sold divided by the total number of room nights available at a hotel or group of hotels.
**RevPAR is calculated by multiplying average daily rate and average occupancy.
The combination of changes in economic conditions and in the supply of hotel rooms can result in significant volatility in results
of hotel properties. The costs of running a hotel, such as for power, fuel and water, employees and rental, tend to be more fixed
than variable. When demand for our hotels decreases, due to high operating leverage the resulting decline in our revenues can
have an adverse effect on our net cash flow, margins and profits. This effect can be especially pronounced during periods of
economic contraction or slow economic growth. Similarly, in conditions of economic upturns, when the demand for hotel rooms
increases, due to high operating leverage, our net cash flow, margins and profits may increase disproportionately to the increase
in revenues. In addition, the hospitality industry and the demand for rooms is also affected by travel advisories, worldwide
health concerns, geo-political developments, natural disasters in the region and inflation. Declines in consumer demand due to
adverse general economic conditions, risks affecting or reducing travel patterns, lower consumer confidence and adverse
political conditions can lower the revenues and profitability of our hotels.
See also “Risk Factors – 15. Our business is subject to seasonal and cyclical variations that could result in fluctuations in our
results of operations, financial condition and cash flows.” on page 42.
Competition
The hotel industry in India is intensely competitive and we compete with large multinational and Indian companies, in each of
the regions that we operate. Our nine operating hotels are located in competitive regions, including locations such as Bengaluru
(Karnataka), Chennai (Tamil Nadu), Mysore (Karnataka), Kochi (Kerala) and GIFT City, Ahmedabad (Gujarat). Further,
demographic, political, geographic, geological or other changes in one or more of our markets could impact the convenience or
desirability of the sites where our operating hotels are located at, which could adversely affect their operations. Our success is
dependent on our ability to compete on various factors such as room rates, quality of accommodation, location of our hotels,
service levels, scope of other amenities, including food and beverage facilities and brand recognition, among others. We may
also have to compete with new hotel properties that commence operations in the areas in which we operate. The new supply of
hotel rooms in a particular location significantly affects our ability to increase rates charged to customers at our hotels. Our
ability to capture the expected growth in tourism and the hospitality industry, and respond to the consequent competition in the
hospitality industry, will be critical to our results of operations in future.
See also “Risk Factors – 13. The hotel industry is intensely competitive and our inability to compete effectively may adversely
affect our business, results of operations, financial condition and cash flows.” on page 40.
Government Regulations and Policies
Our business is subject to significant governmental regulation, particularly in relation to safety, health, environment, real estate,
excise and labour laws. In connection with our ownership of hotels and development of properties, we are also subject to a
variety of national, state and local laws and regulations relating to environmental laws. Under some of these laws, a current or
former owner or operator of real estate property may be held liable for the costs of investigating or remediating hazardous or
toxic substances or wastes on, under or in such real property, as well as third-party sites where the owner or operator sent wastes
324for disposal. The costs of investigating or remediating contamination, at our properties or at properties where we sent substances
or wastes for disposal, may be substantial. We are also subject to laws and regulations governing relationships with employees
in such areas as minimum wages and maximum working hours, overtime, working conditions, hiring and termination of
employees, contract labour and work permits and maintenance of regulatory/ statutory records. For instance, the Government
of India has introduced (i) the Code on Wages, 2019, (ii) the Code on Social Security, 2020, (iii) the Occupational Safety,
Health and Working Conditions Code, 2020, and (iv) Industrial Relations Code, 2020 (collectively, the “Codes”). The aim of
the Codes is to consolidate, subsume and replace various existing central labour legislation. We are also subject to regulations
relating to the sale and service of food, alcoholic and non-alcoholic beverages and hosting of events and weddings at our hotel
properties. These regulations and policies can be extensive and amended periodically. Further, we are required to comply with
certain reporting requirements under the provisions of the Foreigner’s Act, 1946 (read with the applicable rules and regulations)
with respect to the arrival of foreign guests at our hotels. Any delay in complying with such reporting requirements within the
prescribed timelines could expose us to potential litigation and penal action. The extensive regulatory structure within which
we operate may constrain our flexibility to respond to market conditions, competition or changes in our cost structure, which
could have an adverse effect on our business and prospects.
See also “Risk Factors – 52. We are subject to extensive government regulation with respect to safety, health, environmental,
real estate, excise and labour laws. Any non-compliance with, or changes in, regulations applicable to us may adversely affect
our business, results of operations, financial condition and cash flows.” on page 68.
PRESENTATION OF FINANCIAL INFORMATION
The Restated Consolidated Summary Statements of our Company and our Subsidiary comprises the restated consolidated
statement of assets and liabilities as of March 31, 2025, March 31, 2024 and March 31, 2023, the restated consolidated statement
of profit and loss (including other comprehensive income), the restated consolidated statement of changes in equity, the restated
consolidated statement of cash flow, each for the years ended March 31, 2025, March 31, 2024 and March 31, 2023, the
summary statement of significant accounting policies and other explanatory information, prepared as per the requirement of
Section 26 of Part I of Chapter III of the Companies Act, 2013, SEBI ICDR Regulations, and the Guidance Note on ‘Reports
in Company Prospectuses (Revised 2019)’ issued by the Institute of Chartered Accountants of India, as amended from time to
time.
MATERIAL ACCOUNTING POLICIES
The material accounting policies forming basis of the preparation of our Restated Consolidated Summary Statements is set forth
below. These policies have been consistently applied to all the years presented, unless otherwise stated.
Current versus non-current classification
We present assets and liabilities in the balance sheet based on current/ non-current classification.
An asset is treated as current when it is:
• Expected to be realised or intended to be sold or consumed in normal operating cycle
• Held primarily for the purposes of trading
• Expected to be realised within twelve months after the reporting period, or
• Cash or cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve months
after the reporting period.
All other assets are classified as non-current.
A liability is current when:
• It is expected to be settled in normal operating cycle
• It is held primarily for the purposes of trading
• It is due to be settled within twelve months after the reporting period, or
• There is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting
period.
All other liabilities are classified as non-current.
The operating cycle is the time between the acquisition of assets for processing and their realisation in cash and cash equivalents.
We have evaluated and considered our operating cycle as one year and accordingly has reclassified our assets and liabilities
into current and non-current.
Assets and liabilities, other than those discussed above, are classified as current to the extent they are expected to be realized/
are contractually repayable within one year from the Balance sheet date and as non-current, in other cases.
Deferred tax assets/ liabilities are classified as non-current assets/ liabilities.
325Property, plant and equipment
Capital work in progress is stated at cost, net of accumulated impairment loss, if any. Property, plant and equipment are stated at
cost, net of accumulated depreciation and accumulated impairment losses, if any. The cost comprises purchase price, borrowing
costs if capitalization criteria are met and directly attributable cost of bringing the asset to our working condition for the intended
use. Any trade discounts and rebates are deducted in arriving at the purchase price.
Each part of an item of property, plant and equipment with a cost that is significant in relation to the total cost of the item is
depreciated separately. This applies mainly to components for machinery. When significant parts of plant and equipment are
required to be replaced at intervals, we depreciate them separately based on their specific useful lives. Likewise, when a major
inspection is performed, its cost is recognized in the carrying amount of the plant and equipment as a replacement if the
recognition criteria are satisfied. All other repair and maintenance costs are recognized in profit or loss as incurred.
Subsequent expenditure related to an item of property, plant and equipment is added to its book value only if it increases the
future benefits from its previously assessed standard of performance. All other expenses on existing property, plant and
equipment, including day-to-day repair and maintenance expenditure and cost of replacing parts, are charged to the statement
of profit and loss for the period during which such expenses are incurred.
Borrowing costs directly attributable to acquisition of property, plant and equipment which take substantial period of time to
get ready for its intended use are also included to the extent they relate to the period till such assets are ready to be put to use.
Advances paid towards the acquisition of property, plant and equipment outstanding at each balance sheet date is classified as
capital advances under other noncurrent assets.
An item of property, plant and equipment and any significant part initially recognized is de-recognized upon disposal or when
no future economic benefits are expected from its use or disposal. Any gain or loss arising on de-recognition of the asset
(calculated as the difference between the net disposal proceeds and the carrying amount of the asset) is included in the income
statement when the Property, plant and equipment is de-recognized.
Expenditure directly relating to construction activity is capitalized. Indirect expenditure incurred during construction period is
capitalized to the extent to which the expenditure is indirectly related to construction or is incidental thereto. Other indirect
expenditure (including borrowing costs) incurred during the construction period which is neither related to the construction
activity nor is incidental thereto is charged to the statement of profit and loss.
Costs of assets not ready for use at the balance sheet date are disclosed under capital work-in-progress.
Depreciation on property, plant and equipment
Depreciation is calculated on written down value basis using the following useful lives estimated by the management, which
are equal to those prescribed under Schedule II to the Companies Act, 2013:
Category of Asset Useful lives (in years)
Buildings 60
Plant and machinery 15
Electrical installation and equipment 10
Furniture and fixtures 8
• Used in hotels, restaurants, etc. 10
• Others
Computer hardware
• End user devices 3
• Server and network equipment 6
Office equipment 5
Motor vehicles 8
For certain hotel-specific assets, depreciation is calculated on a straight-line basis using the rates arrived at, based on the useful
lives estimated by the management based on technical assessment as below:
Category of Asset Useful lives (in years) Schedule II lives (in years)
Buildings 25-30 60
Plant and machinery 15 15
Electrical installation and equipment 10 10
Furniture and fixtures
• Used in hotels, restaurants, etc. 8 8
• Others 10 10
326Category of Asset Useful lives (in years) Schedule II lives (in years)
Computer hardware
• End user devices 3 3
• Server and network equipment 6 6
Office equipment 5 5
Motor vehicles 8 8
Right-of-use assets are depreciated on a straight-line basis over the shorter of the lease term and the estimated useful lives of
the assets, as follows: Leasehold land – 25 to 35 years
The management considers residual value at 5% as prescribed under Schedule II of Companies Act, 2013.
The management believes that the above estimated useful lives are realistic and reflect fair approximation of the period over
which the assets are likely to be used.
The residual values, useful lives and methods of depreciation of property, plant and equipment are reviewed at each financial
year end and adjusted prospectively, if appropriate.
Intangible assets
Intangible assets acquired separately are measured on initial recognition at cost. Following initial recognition, intangible assets
are carried at cost less accumulated amortization and accumulated impairment losses, if any.
Intangible assets comprising of computer software are amortized on a written down value basis over a period of six years, which
is estimated by the management to be the useful life of the asset. In case of certain hotels, the intangible assets comprising of
computer software are amortized on a straight-line basis over a period of six years as estimated by the management.
The residual values, useful lives and methods of amortization of intangible assets are reviewed at each financial year end and
adjusted prospectively, if appropriate.
Gains or losses arising from de-recognition of an intangible asset are measured as the difference between the net disposal
proceeds and the carrying amount of the asset and are recognized in the statement of profit and loss when asset is derecognized.
Impairment
Financial assets
We assess at each date of balance sheet whether a financial asset or a group of financial assets is impaired and measures the
required expected credit losses through a loss allowance. We apply the expected credit loss (“ECL”) model for measurement
and recognition of impairment losses on trade receivables. We follow the simplified approach for recognition of impairment
allowance on trade receivables wherein, it recognises impairment allowance based on lifetime ECLs at each reporting date. We
recognize lifetime expected losses for all contract assets and / or all trade receivables that do not constitute a financing
transaction.
For all other financial assets, expected credit losses are measured at an amount equal to the 12-month expected credit losses or
at an amount equal to the lifetime expected credit losses if the credit risk on the financial asset has increased significantly since
initial recognition.
Non-financial assets
We assess at each reporting date whether there is an indication that an asset may be impaired. If any indication exists, or when
annual impairment testing for an asset is required, we estimate the asset’s recoverable amount. An asset’s recoverable amount is
the higher of an asset’s or cash-generating unit’s (“CGU”) net selling price and its value in use. The recoverable amount is
determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of those from
other assets or groups of assets. Where the carrying amount of an asset or CGU exceeds its recoverable amount, the asset is
considered impaired and is written down to its recoverable amount. In assessing value in use, the estimated future cash flows are
discounted to their present value using a pre-tax discount rate that reflects current market assessments of the time value of money
and the risks specific to the asset. In determining net selling price, recent market transactions are taken into account, if available.
If no such transactions can be identified, an appropriate valuation model is used.
Impairment losses are recognized in the statement of profit and loss. After impairment, depreciation is provided on the revised
carrying amount of the asset over its remaining useful life.
An assessment is made at each reporting date to determine whether there is an indication that previously recognised impairment
losses no longer exist or have decreased. If such indication exists, we estimate the asset’s or CGU’s recoverable amount. A
previously recognised impairment loss is reversed only if there has been a change in the assumptions used to determine the
asset’s recoverable amount since the last impairment loss was recognised. The reversal is limited so that the carrying amount
327of the asset does not exceed its recoverable amount, nor exceed the carrying amount that would have been determined, net of
depreciation, had no impairment loss been recognised for the asset in prior years. Such reversal is recognised in the statement
of profit and loss unless the asset is carried at a revalued amount, in which case, the reversal is treated as a revaluation increase.
Leases
We assess at contract inception whether a contract is, or contains, a lease. That is, if the contract conveys the right to control
the use of an identified asset for a period of time in exchange for consideration.
Where our Company is lessee
We apply a single recognition and measurement approach for all leases, except for short-term leases and leases of low-value
assets. We recognize lease liabilities to make lease payments and right-of-use assets representing the right to use the underlying
assets.
Our Company at the inception of the lease contract recognizes a Right-of-Use (“RoU”) asset at cost (included in Property, Plant
and Equipment) and corresponding lease liability, except for leases with term of less than twelve months (short term) and low-
value assets. The cost of the right-of-use assets comprises the amount of the initial measurement of the lease liability, any lease
payments made at or before the inception date of the lease plus any initial direct costs, less any lease incentives received.
Subsequently, the right of-use assets are measured at cost less any accumulated depreciation and accumulated impairment losses,
if any. The right-of-use assets is depreciated using the straight-line method from the commencement date over the shorter of lease
term or useful life of right-of-use assets.
For lease liabilities at inception, we measure the lease liability at the present value of the lease payments that are not paid at
that date. The lease payments are discounted using the interest rate implicit in the lease, if that rate is readily determined, if that
rate is not readily determined, the lease payments are discounted using the incremental borrowing rate. The lease payments
include fixed payments (including in substance fixed payments) less any lease incentives receivable, variable lease payments
that depend on an index or a rate, and amounts expected to be paid under residual value guarantees. The lease payments also
include the exercise price of a purchase option reasonably certain to be exercised by our Company and payments of penalties
for terminating the lease, if the lease term reflects our Company exercising the option to terminate. Variable lease payments
that do not depend on an index or a rate are recognized as expenses (unless they are incurred to produce inventories) in the
period in which the event or condition that triggers the payment occurs.
We recognize the amount of the re-measurement of lease liability as an adjustment to the right-of-use assets. Where the carrying
amount of the right-of-use assets is reduced to zero and there is a further reduction in the measurement of the lease liability, we
recognize any remaining amount of the re-measurement in the statement of profit and loss.
We apply the short-term lease recognition exemption to our short-term leases (i.e., those leases that have a lease term of 12
months or less from the commencement date and do not contain a purchase option). It also applies the lease of low-value assets
recognition exemption to leases that are considered to be low value. Lease payments on short-term leases and leases of low-
value assets are recognized as expense on a straight-line basis over the lease term.
Where our Company is lessor
Leases in which we do not transfer substantially all the risks and rewards incidental to ownership of an asset is classified as
operating leases. Rental income arising is accounted for on a straight-line basis over the lease terms. Initial direct costs incurred
in negotiating and arranging an operating lease are added to the carrying amount of the leased asset and recognized over the
lease term on the same basis as rental income. Contingent rents are recognised as revenue in the period in which they are earned.
Borrowing costs
Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds.
Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantial
period of time to get ready for its intended use or sale are capitalized/inventorised as part of the cost of the respective asset. All
other borrowing costs are charged to statement of profit and loss.
Inventories
Inventories comprising of food, beverages and other items are valued at lower of cost and net realizable value. Cost of
inventories is determined on a weighted average basis.
Net realizable value is the estimated selling price in the ordinary course of business, less estimated costs of completion and
estimated costs necessary to make the sale.
Revenue recognition
Revenue from contracts with customers
328Revenue from contracts with customers is recognised when control of the goods or services are transferred to the customer at
an amount that reflects the consideration to which we expect to be entitled in exchange for those goods or services. Revenue is
measured based on the transaction price, which is the consideration, adjusted for discounts and other credits, if any, as specified
in the contract with the customer. We present revenue from contracts with customers net of indirect taxes in our statement of
profit and loss.
We consider whether there are other promises in the contract that are separate performance obligations to which a portion of
the transaction price needs to be allocated. In determining the transaction price, we consider the effects of variable consideration,
the existence of significant financing components, noncash consideration, and consideration payable to the customer, if any.
The following specific recognition criteria must also be met before revenue is recognized:
Revenue from hospitality services
Revenue from hospitality operations comprise revenue from room charges, food & beverage sales, facility usage charges
and allied services, including telecommunication, laundry, etc. Revenue is recognized as and when the services are rendered
and is disclosed net of allowances.
Contract balances
Contract asset is the right to consideration in exchange for goods or services transferred to the customer. If we perform by
transferring goods or services to a customer before the customer pays consideration or before payment is due, a contract asset
is recognised for the earned consideration that is conditional.
Trade receivable represents our right to an amount of consideration that is unconditional (i.e., only the passage of time is
required before payment of the consideration is due).
Contract liability is the obligation to transfer goods or services to a customer for which we have received consideration (or an
amount of consideration is due) from the customer. If a customer pays consideration before we transfer goods or services to the
customer, a contract liability is recognised when the payment is made, or the payment is due (whichever is earlier). Contract
liabilities are recognised as revenue when we perform under the contract.
Income from lease rentals
Refer accounting policy under “Leases” above.
Interest income
Interest income, including income arising from other financial instruments measured at amortized cost, is recognized using the
effective interest rate (“EIR”) method. EIR is the rate that exactly discounts the estimated future cash payments or receipts over
the expected life of the financial instrument or a shorter period, where appropriate, to the gross carrying amount of the financial
asset or to the amortised cost of a financial liability. When calculating the effective interest rate, we estimate the expected cash
flows by considering all the contractual terms of the financial instrument (for example, prepayment, extension, call and similar
options) but does not consider the expected credit losses.
Dividend income
Dividend income is recognized when our right to receive dividend is established, which is generally when shareholders approve
the dividend.
Foreign currency translation
Functional and presentation currency
Items included in the restated consolidated summary statements of our Company are measured using the currency of the primary
economic environment in which the Company operates (the “functional currency”). The restated consolidated summary
statements are presented in Indian rupee (INR), which is our Company’s functional and presentation currency.
Foreign currency transactions and balances
• Initial recognition - Foreign currency transactions are initially recorded at the functional currency spot rate at the date
the transaction first qualifies for recognition.
• Conversion - Foreign currency monetary items are retranslated using the exchange rate prevailing at the reporting date.
Non-monetary items, which are measured in terms of historical cost denominated in a foreign currency, are reported
using the exchange rate at the date of initial transaction. Non-monetary items, which are measured at fair value or other
similar valuation denominated in a foreign currency, are translated using the exchange rate at the date when such value
was determined.
329• Exchange differences – We account for exchange differences arising on translation/ settlement of foreign currency
monetary items as income or as expense in the period in which they arise. The gain or loss arising on translation of
non-monetary items measured at fair value is treated in line with the recognition of the gain or loss on the change in
fair value of the item (i.e., translation differences on items whose fair value gain or loss is recognized in OCI or profit
or loss are also recognized in OCI or profit or loss, respectively).
Retirement and other employee benefits
Retirement benefits in the form of state governed Employee Provident Fund, Employee State Insurance and Employee Pension
Fund Schemes are defined contribution schemes (collectively the ‘Schemes’). We have no obligation, other than the
contribution payable to the Schemes. We recognize contribution payable to the Schemes as expenditure, when an employee
renders the related service. The contribution paid in excess of amount due is recognized as an asset and the contribution due in
excess of amount paid is recognized as a liability.
Gratuity, which is a defined benefit plan, is accrued based on an independent actuarial valuation, which is done based on project
unit credit method as at the balance sheet date. We recognize the net obligation of a defined benefit plan in our balance sheet
as an asset or liability. Gains and losses through re-measurements of the net defined benefit liability/ (asset) are recognized in
other comprehensive income. Remeasurements, comprising of actuarial gains and losses, excluding amounts included in net
interest on the net defined benefit liability, are recognized immediately in the balance sheet with a corresponding debit or credit
to retained earnings through OCI in the period in which they occur. Remeasurements are not reclassified to profit or loss in
subsequent periods.
We recognize the following changes in the net defined benefit obligation as an expense in the consolidated statement of profit
and loss:
• Service costs comprising current service costs, past-service costs, gains and losses on curtailments and non-routine
settlements; and
• Interest expense
Accumulated leave, which is expected to be utilized within the next twelve months, is treated as short-term employee benefit.
We measure the expected cost of such absences as the additional amount that it expects to pay as a result of the unused
entitlement that has accumulated at the reporting date.
We treat accumulated leave expected to be carried forward beyond twelve months, as long-term employee benefit for
measurement purposes. Such long-term compensated absences are provided for based on the actuarial valuation using the
projected unit credit method, made at the end of each financial year. Actuarial gains/losses are immediately taken to the
statement of profit and loss. We present the accumulated leave liability as a current liability in the balance sheet, to the extent
we do not have an unconditional right to defer our settlement for twelve months after the reporting date.
Income taxes
Income tax expense comprises current tax expense and the net change in the deferred tax asset or liability during the year.
Current and deferred tax are recognized in the statement of profit and loss, except when they relate to items that are recognized
in other comprehensive income or directly in equity, in which case, the current and deferred tax are also recognized in other
comprehensive income or directly in equity, respectively.
Current income tax
Current income tax for the current and prior periods are measured at the amount expected to be recovered from or paid to the
taxation authorities based on the taxable income for that period. The tax rates and tax laws used to compute the amount are
those that are enacted or substantively enacted by the balance sheet date.
Deferred income tax
Deferred income tax is recognized on temporary differences at the balance sheet date between the tax bases of assets and
liabilities and their carrying amounts for financial reporting purposes, except when the deferred income tax arises from the
initial recognition of goodwill or an asset or liability in a transaction that is not a business combination and affects neither
accounting nor taxable profit or loss at the time of the transaction.
Deferred income tax assets are recognized for all deductible temporary differences, carry forward of unused tax credits and
unused tax losses, to the extent that it is probable that taxable profit will be available against which the deductible temporary
differences, and the carry forward of unused tax credits and unused tax losses can be utilized.
The carrying amount of deferred income tax assets is reviewed at each balance sheet date and reduced to the extent that it is no
longer probable that sufficient taxable profit will be available to allow all or part of the deferred income tax asset to be utilized.
Unrecognised deferred tax assets are re-assessed at each reporting date and are recognised to the extent that it has become
probable that future taxable profits will allow the deferred tax asset to be recovered.
330Deferred tax relating to items recognized outside profit or loss is recognized in correlation to the underlying transaction either
in OCI or directly in equity.
Deferred income tax assets and liabilities are measured at the tax rates that are expected to apply in the period when the asset
is realized or the liability is settled, based on tax rates (and tax laws) that have been enacted or substantively enacted at the
balance sheet date.
We offset deferred tax assets and deferred tax liabilities if and only if it has a legally enforceable right to set off current tax
assets and current tax liabilities and the deferred tax assets and deferred tax liabilities relate to income taxes levied by the same
taxation authority on either the same taxable entity or different taxable entities which intend either to settle current tax liabilities
and assets on a net basis, or to realise the assets and settle the liabilities simultaneously, in each future period in which significant
amounts of deferred tax liabilities or assets are expected to be settled or recovered.
Provisions and contingent liabilities
A provision is recognized when we have a present obligation (legal or constructive) as a result of past event, it is probable that
an outflow of resources embodying economic benefits will be required to settle the obligation and a reliable estimate can be
made of the amount of the obligation. If the effect of the time value of money is material, provisions are discounted using a
current pre-tax rate that reflects, when appropriate, the risks specific to the liability. When discounting is used, the increase in
the provision due to the passage of time is recognized as a finance cost.
A contingent liability is a possible obligation that arises from past events and whose existence will be confirmed only by the
occurrence or non-occurrence of one or more uncertain future events not wholly within the control of our Company or a present
obligation that is not recognized because it is not probable that an outflow of resources will be required to settle the obligation.
A contingent liability also arises in extremely rare cases where there is a liability that cannot be recognized because it cannot
be measured reliably. We do not recognize a contingent liability but discloses it in the restated consolidated summary
statements, unless the possibility of an outflow of resources embodying economic benefits is remote.
Government grants
Government grants are recognised where there is reasonable assurance that the grant will be received, and all attached conditions
will be complied with. When the grant relates to an expense item, it is recognised as income on a systematic basis over the
periods that the related costs, for which it is intended to compensate, are expensed. When the grant relates to an asset, it is
recognised as income in equal amounts over the expected useful life of the related asset.
Financial Instruments
Financial assets
Initial recognition and measurement
Financial assets are recognized when our Company become a party to the contractual provisions of the instrument. Financial
assets are initially measured at fair value. Transaction costs that are directly attributable to the acquisition or issue of financial
assets (other than financial assets at fair value through profit or loss) are added to or deducted from the fair value measured on
initial recognition of financial asset.
Subsequent measurement
For purposes of subsequent measurement, financial assets are classified in four categories:
• Financial assets at amortised cost (debt instruments)
• Financial assets at fair value through other comprehensive income (FVTOCI) with recycling of cumulative gains and
losses (debt instruments)
• Financial assets designated at fair value through OCI with no recycling of cumulative gains and losses upon
derecognition (equity instruments)
Financial assets at fair value through profit or loss
Financial assets at fair value through other comprehensive income (“FVTOCI”) (debt instruments)
Financial assets are measured at fair value through other comprehensive income if these financial assets are held within a
business whose objective is achieved by both collecting contractual cash flows and selling financial assets and the contractual
terms of the financial asset give rise on specified dates to cash flows that are solely payments of principal and interest on the
principal amount outstanding.
Debt instruments included within the FVTOCI category are measured initially as well as at each reporting date at fair value.
For debt instruments, at fair value through OCI, interest income, foreign exchange revaluation and impairment losses or
reversals are recognised in the profit or loss and computed in the same manner as for financial assets measured at amortised
331cost. The remaining fair value changes are recognised in OCI. Upon derecognition, the cumulative fair value changes recognised
in OCI is reclassified from the equity to profit or loss.
Financial assets at fair value through profit or loss
Financial assets at fair value through profit or loss are carried in the balance sheet at fair value with net changes in fair value
recognised in the statement of profit and loss. This category includes derivative instruments and listed equity investments which
we had not irrevocably elected to classify at fair value through OCI. Dividends on listed equity investments are recognised in the
statement of profit and loss when the right of payment has been established.
Financial assets designated at fair value through OCI (equity instruments)
Upon initial recognition, we can elect to classify irrevocably our equity investments as equity instruments designated at fair
value through OCI when they meet the definition of equity under Ind AS 32 Financial Instruments: Presentation and are not
held for trading. The classification is determined on an instrument-by-instrument basis. Equity instruments which are held for
trading and contingent consideration recognised by an acquirer in a business combination to which Ind AS103 applies are
classified as at FVTPL.
Gains and losses on these financial assets are never recycled to profit or loss. Dividends are recognised as other income in the
statement of profit and loss when the right of payment has been established, except when we benefit from such proceeds as a
recovery of part of the cost of the financial asset, in which case, such gains are recorded in OCI. Equity instruments designated
at fair value through OCI are not subject to impairment assessment.
Financial assets at amortised cost (debt instruments)
A ‘financial asset’ is measured at the amortized cost if both the following conditions are met:
• The asset is held within a business model whose objective is to hold assets for collecting contractual cash flows, and
• Contractual terms of the asset give rise on specified dates to cash flows that are solely payments of principal and
interest (“SPPI”) on the principal amount outstanding.
After initial measurement, such financial assets are subsequently measured at amortized cost using the effective interest rate
(“EIR”) method. Amortized cost is calculated by taking into account any discount or premium on acquisition and fees or costs
that are an integral part of the EIR. The EIR amortization is included in finance income in the profit or loss. The losses arising
from impairment are recognized in the profit or loss. This category generally applies to trade and other receivables.
Investment in subsidiary
Investment in subsidiary is carried at cost. Impairment recognized, if any, is reduced from the carrying value.
De-recognition of financial asset
A financial asset (or, where applicable, a part of a financial asset or part of a group of similar financial assets) is primarily
derecognised (i.e. removed from our consolidated balance sheet) when:
• The rights to receive cash flows from the asset have expired, or
• We have transferred our rights to receive cash flows from the asset or has assumed an obligation to pay the received
cash flows in full without material delay to a third party under a ‘pass-through’ arrangement; and either (a) we have
transferred substantially all the risks and rewards of the asset, or (b) we have neither transferred nor retained
substantially all the risks and rewards of the asset, but has transferred control of the asset.
Financial liabilities
Initial recognition and measurement
Financial liabilities are classified, at initial recognition, as financial liabilities at fair value through profit or loss, loans and
borrowings, or as payables, as appropriate. Our financial liabilities include trade and other payables, loans and borrowings
including bank overdrafts.
Subsequent measurement
For purposes of subsequent measurement, financial liabilities are classified in two categories:
• Financial liabilities at fair value through profit or loss
• Financial liabilities at amortised cost (loans and borrowings)
Financial liabilities at fair value through profit or loss
Financial liabilities at fair value through profit or loss include financial liabilities held for trading and financial liabilities
332designated upon initial recognition as at fair value through profit or loss. Financial liabilities are classified as held for trading
if they are incurred for the purpose of repurchasing in the near term. Gains or losses on liabilities held for trading are recognised
in the profit or loss.
Financial liabilities at amortized cost
Financial liabilities are subsequently carried at amortized cost using the EIR method. Gains and losses are recognized in profit
or loss when the liabilities are derecognized as well as through the EIR amortization process. Amortized cost is calculated by
taking into account any discount or premium on acquisition and fees or costs that are an integral part of the EIR. The EIR
amortization is included as finance costs in the statement of profit and loss.
Interest-bearing loans and borrowings are subsequently measured at amortized cost using EIR method. For trade and other
payables maturing within one year from the balance sheet date, the carrying amounts approximate fair value due to the short
maturity of these instruments.
De-recognition of financial liability
A financial liability is derecognised when the obligation under the liability is discharged or cancelled or expires. When an
existing financial liability is replaced by another from the same lender on substantially different terms, or the terms of an
existing liability are substantially modified, such an exchange or modification is treated as the derecognition of the original
liability and the recognition of a new liability. The difference in the respective carrying amounts is recognised in the statement
of profit and loss.
Reclassification of financial assets and liabilities
We determine classification of financial assets and liabilities on initial recognition. After initial recognition, no reclassification
is made for financial assets which are equity instruments and financial liabilities. For financial assets which are debt instruments,
a reclassification is made only if there is a change in the business model for managing those assets.
Offsetting of financial instruments
Financial assets and financial liabilities are offset and the net amount is reported in the balance sheet if there is a currently
enforceable legal right to offset the recognised amounts and there is an intention to settle on a net basis, to realise the assets and
settle the liabilities simultaneously.
Fair value of financial instruments
We measure our financial instruments such as derivative instruments, etc at fair value at each balance sheet date. Fair value is
the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants
at the measurement date. The fair value measurement is based on the presumption that the transaction to sell the asset or transfer
the liability takes place either:
• In the principal market for the asset or liability, or
• In the absence of a principal market, in the most advantageous market for the asset or liability
The fair value of an asset or a liability is measured using the assumptions that market participants would use when pricing the asset
or liability, assuming that market participants act in their economic best interest. A fair value measurement of a non-financial asset
takes into account a market participant’s ability to generate economic benefits by using the asset in its highest and best use or by
selling it to another market participant that would use the asset in its highest and best use.
All assets and liabilities for which fair value is measured or disclosed in the restated consolidated summary statements are
categorized within the fair value hierarchy, described as follows, based on the lowest level input that is significant to the fair
value measurement as a whole:
• Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities.
• Level 2 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is
directly or indirectly observable.
• Level 3 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is
unobservable.
For assets and liabilities that are recognised in the restated consolidated summary statements on a recurring basis, we determine
whether transfers have occurred between levels in the hierarchy by re-assessing categorization (based on the lowest level input
that is significant to the fair value measurement as a whole) at the end of each reporting period.
For the purpose of fair value disclosures, we have determined classes of assets and liabilities on the basis of the nature,
characteristics and risks of the asset or liability and the level of the fair value hierarchy as explained above.
Earnings Per Share
333Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholders by the
weighted average number of equity shares outstanding during the period. Partly paid equity shares are treated as a fraction of
an equity share to the extent that they are entitled to participate in dividends relative to a fully paid equity share during the
reporting period. The weighted average number of equity shares outstanding during the period is adjusted for events such as
bonus issue that have changed the number of equity shares outstanding, without a corresponding change in resources.
For the purpose of calculating diluted earnings per share, the net profit or loss for the period attributable to equity shareholders
and the weighted average number of shares outstanding during the period are adjusted for the effects of all dilutive potential
equity shares.
Cash and cash equivalents
We consider all highly liquid financial instruments, which are readily convertible into known amounts of cash that are subject
to an insignificant risk of change in value and having original maturities of three months or less from the date of purchase, to
be cash equivalents.
For the purpose of the consolidated statement of cash flows, cash and cash equivalents consist of cash and short-term deposits,
as defined above, net of outstanding bank overdrafts as they are considered an integral part of our cash management.
Cash dividend to equity holders of the Holding Company
The Holding Company recognizes a liability to make cash distributions to equity holders of the Holding Company when the
distribution is authorized and the distribution is no longer at the discretion of the Holding Company. Final dividends on shares
are recorded as a liability on the date of approval by the shareholders and interim dividends are recorded as a liability on the
date of declaration by the Holding Company’s Board of Directors.
Significant accounting judgments, estimates and assumptions
The preparation of our restated consolidated summary statements requires management to make judgments, estimates and
assumptions that affect the reported amounts of revenues, expenses, assets and liabilities, and the Grouping disclosures, and the
disclosure of contingent liabilities. Uncertainty about these assumptions and estimates could result in outcomes that require a
material adjustment to the carrying amount of assets or liabilities affected in future periods.
In the process of applying our accounting policies, management makes judgment, estimates and assumptions which have the
most significant effect on the amounts recognized in the restated consolidated summary statements. The key judgment,
estimates and assumptions concerning the future and other key sources of estimation uncertainty at the reporting date, which
have a significant risk of causing a material adjustment to the carrying amounts of assets and liabilities within the next financial
year, are described below. We based our judgments and assumptions and estimates on parameters available when the restated
consolidated summary statements were prepared. Existing circumstances and assumptions about future developments, however,
may change due to market changes or circumstances arising that are beyond the control of our Company. Such changes are
reflected in the assumptions when they occur.
Significant accounting judgements, estimates and assumptions used by management are as below:
Defined benefit plans – Gratuity
The cost of the defined benefit gratuity plan and the present value of the gratuity obligation are determined using actuarial
valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in the future.
These include the determination of the discount rate, future salary increases and mortality rates. Due to the complexities
involved in the valuation and its long-term nature, a defined benefit obligation is highly sensitive to changes in these
assumptions. All assumptions are reviewed at each reporting date.
The parameter most subject to change is the discount rate. In determining the appropriate discount rate for plans operated in
India, the management considers the interest rates of government bonds. The mortality rate is based on publicly available
mortality tables. Those mortality tables tend to change only at interval in response to demographic changes. Future salary
increases are based on expected future inflation rates and expected salary increase thereon.
Useful life and residual value of property, plant and equipment and intangible assets
The useful life and residual value of property, plant and equipment and intangible assets are determined based on evaluation
made by the management of the expected usage of the asset, the physical wear and tear and technical or commercial
obsolescence of the asset. Due to the judgments involved in such estimates the useful life and residual value are sensitive to the
actual usage in future period.
Evaluation of control, joint control or significant influence by us over our investee entity for disclosure
Judgment is involved in determining whether we have control over an investee entity by assessing our exposure/rights to variable
returns from our involvement with the investee and our ability to affect those returns through our power over the investee entity.
334We consider all facts and circumstances when assessing whether it controls an investee entity and reassess whether it controls an
investee entity if facts and circumstances indicate that there are changes to one or more elements of control. In assessing whether
we have joint control over an investee we assess whether decisions about the relevant activities require the unanimous consent of
the parties sharing control. Further, in assessing whether Group has significant influence over an investee, we assess whether it has
the power to participate in the financial and operating policy decisions of the investee, but is not in control or joint control of those
policies.
Measurement of financial instruments at amortized cost
Financial instrument are subsequently measured at amortized cost using the EIR method. The computation of amortized cost is
sensitive to the inputs to EIR including effective rate of interest, contractual cash flows and the expected life of the financial
instrument. Changes in assumptions about these inputs could affect the reported value of financial instruments.
CHANGES IN ACCOUNTING POLICIES AND DISCLOSURES
Except as disclosed below, there have been no changes in our accounting policies and disclosures during the last three Fiscals:
The Ministry of Corporate Affairs has notified the following amendments to Ind AS which have been applied by us for the
first-time.
Ind AS 117 Insurance Contracts
The Ministry of corporate Affairs (MCA) notified the Ind AS 117, Insurance Contracts, vide notification dated August 12,
2024, under the Companies (Indian Accounting Standards) Amendment Rules, 2024, which is effective from annual reporting
periods beginning on or after April 01, 2024.
Ind AS 117 Insurance Contracts is a comprehensive new accounting standard for insurance contracts covering recognition and
measurement, presentation and disclosure. Ind AS 117 replaces Ind AS 104 Insurance Contracts. Ind AS 117 applies to all types
of insurance contracts, regardless of the type of entities that issue them as well as to certain guarantees and financial instruments
with discretionary participation features; a few scope exceptions will apply. Ind AS 117 is based on a general model,
supplemented by:
• A specific adaptation for contracts with direct participation features (the variable fee approach)
• A simplified approach (the premium allocation approach) mainly for short-duration contracts
The application of Ind AS 117 had no impact on the Group’s restated consolidated summary statements.
Amendment to Ind AS 116 Leases – Lease Liability in a Sale and Leaseback
The MCA notified the Companies (Indian Accounting Standards) Second Amendment Rules, 2024, which amend Ind AS 116,
Leases, with respect to Lease Liability in a Sale and Leaseback.
The amendment specifies the requirements that a seller-lessee uses in measuring the lease liability arising in a sale and leaseback
transaction, to ensure the seller-lessee does not recognise any amount of the gain or loss that relates to the right of use it retains.
The amendment is effective for annual reporting periods beginning on or after April 01, 2024 and must be applied
retrospectively to sale and leaseback transactions entered into after the date of initial application of Ind AS 116.
The amendment does not have a material impact on our restated consolidated summary statements.
Definition of Accounting Estimates - Amendments to Ind AS 8
The amendments clarify the distinction between changes in accounting estimates, changes in accounting policies and the
correction of errors, which is effective from annual reporting periods beginning on or after April 01, 2023. It has also been
clarified how entities use measurement techniques and inputs to develop accounting estimates.
The amendment does not have a material impact on our restated consolidated summary statements.
Disclosure of Accounting Policies - Amendments to Ind AS 1
The amendments aim to help entities provide accounting policy disclosures that are more useful by replacing the requirement
for entities to disclose their ‘significant’ accounting policies with a requirement to disclose their ‘material’ accounting policies
and adding guidance on how entities apply the concept of materiality in making decisions about accounting policy disclosures,
which is effective from annual reporting periods beginning on or after April 01, 2023.
335The amendments had an impact on our disclosures of accounting policies, but not on the measurement, recognition or
presentation of any items in our restated consolidated summary statements.
Deferred Tax related to Assets and Liabilities arising from a Single Transaction - Amendments to Ind AS 12
The amendments narrow the scope of the initial recognition exception under Ind AS 12, so that it no longer applies to
transactions that give rise to equal taxable and deductible temporary differences such as leases, which is effective from annual
reporting periods beginning on or after April 01, 2023.
We previously recognised for deferred tax on leases on a net basis. As a result of these amendments, we have recognised a
separate deferred tax asset in relation to its lease liabilities and a deferred tax liability in relation to its right-of-use assets. Since,
these balances qualify for offset as per the requirements of Ind AS 12, there is no impact in the balance sheet. There was also
no impact on the opening retained earnings.
Apart from these, consequential amendments and editorials have been made to other Ind AS to the extent possible like Ind AS
101, Ind AS 102, Ind AS 103, Ind AS 107, Ind AS 109, Ind AS 115 and Ind AS 34.
PRINCIPAL COMPONENTS OF INCOME AND EXPENDITURE
Income
Our total income comprises (i) revenue from operations and (ii) other income.
Revenue from Operations
Revenue from operations comprise (i) revenue from contracts with customers i.e., revenue from hospitality services; (ii) income
from leasing; and (iii) other operating income i.e., other ancillary services.
Other Income
Other income comprises (i) interest income on financial assets carried at amortised cost from (a) bank deposits and (b) others;
(ii) government grants; (iii) liabilities no longer required written back; (iv) reversal of impairment allowance for bad and
doubtful debts; (v) profit on sale of property, plant and equipment (net); and (vi) miscellaneous income.
Expenses
Our expenses comprise (i) cost of materials consumed, (ii) employee benefits expense; (iii) depreciation and amortization
expenses; (iv) finance costs; and (v) other expenses.
Cost of Materials Consumed
Cost of materials consumed consists of food and beverages and stores and spares, including groceries and food staples, alcoholic
and non-alcoholic beverages etc.
Employee Benefits Expense
Employee benefit expenses comprise (i) salaries, wages and bonus; (ii) contribution to provident and other funds; and (iii) staff
welfare expenses.
Depreciation and Amortization Expense
Depreciation and amortization expense comprises: (i) depreciation of property, plant and equipment and right of use assets; and
(ii) amortisation of intangible assets.
Finance Costs
Finance costs include (i) interest expense on financial liabilities at amortised cost on (a) bank borrowings, (b) related party
borrowings, (c) lease liabilities, and (d) others; and (ii) other borrowing costs.
Other Expenses
Other expenses comprise: (i) power and fuel; (ii) rent; (iii) repairs and maintenance on (a) buildings, (b) plant and machinery,
and (c) others; (iv) sub-contracting expenses; (v) consumable costs; (vi) insurance; (vii) rates and taxes; (viii) payment to
auditor; (ix) property taxes; (x) advertising and sales promotion; (xi) agency commission; (xii) security charges; (xiii)
impairment allowance for bad and doubtful debts; (xiv) training and recruitment expenses; (xv) legal and professional charges;
(xvi) directors sitting fees; (xvii) printing and stationery expenses; (xviii) travelling and conveyance; (xix) loss on sale of
336property, plant and equipment (net); (xx) communication expenses; (xxi) exchange difference (net); and (xxii) miscellaneous
expenses.
RESULTS OF OPERATIONS
The following table sets forth select financial data for Fiscals 2025, 2024 and 2023, the components of which are also expressed
as a percentage of total income for such years.
Particulars Fiscal
2025 2024 2023
(₹ million) Percentage of (₹ Percentage (₹ million) Percentage of
Total Income million) of Total Total Income
(%) Income (%)
(%)
INCOME
Revenue from operations 4,682.50 99.48% 4,017.00 99.22% 3,502.20 98.26%
Other income 24.30 0.52% 31.50 0.78% 6 1.90 1.74%
Total Income 4,706.80 100.00% 4,048.50 100.00% 3,564.10 100.00%
EXPENSES
Cost of materials consumed 447.60 9.51% 403.40 9.96% 350.80 9.84%
Employee benefits expense 863.10 18.34% 762.60 18.84% 633.10 17.76%
Depreciation and amortization 498.00 10.58% 436.40 10.78% 493.50 13.85%
expenses
Finance costs 725.60 15.42% 688.90 17.02% 691.70 19.41%
Other expenses 1,727.40 36.70% 1,436.40 35.48% 1,550.40 43.50%
Total expenses 4,261.70 90.54% 3,727.70 92.08% 3,719.50 104.36%
Restated profit/(loss) before 445.10 9.46% 320.80 7.92% (155.40) (4.36)%
exceptional items and tax
EXCEPTIONAL ITEMS
Reversal of impairment of - - - - (110.00) (3.09)%
property, plant and equipment
Total Exceptional items - - - - (110.00) (3.09)%
Restated profit/(loss) before tax 445.10 9.46% 320.80 7.92% (45.40) (1.27)%
TAX EXPENSE
Current tax - - - - - -
Deferred tax charge/ (credit) 208.50 4.43% 9.40 0.23% (14.50) (0.41)%
Total tax expense 208.50 4.43% 9.40 0.23% (14.50) (0.41)%
Restated profit/ (loss) for the 236.60 5.03% 311.40 7.69% (30.90) (0.87)%
year
Fiscal 2025 compared to Fiscal 2024
Total Income
Our total income increased by 16.26% from ₹ 4,048.50 million in Fiscal 2024 to ₹ 4,706.80 million in Fiscal 2025, primarily
due to an increase in our revenue from operations.
Revenue from operations
Our revenue from operations increased by 16.57% from ₹ 4,017.00 million in Fiscal 2024 to ₹ 4,682.50 million in Fiscal 2025,
primarily due to an increase in the revenue from hospitality services by 16.55% from ₹ 3,947.30 million in Fiscal 2024 to ₹
4,600.70 million in Fiscal 2025 on account of increase in average room rate from ₹ 6,387.58 in Fiscal 2024 to ₹ 6,693.59 in
Fiscal 2025, increase in revenue per available room from ₹ 4,681.17 in Fiscal 2024 to ₹ 5,138.18 in Fiscal 2025 and increase
in average occupancy from 73.29% in Fiscal 2024 to 76.76% in Fiscal 2025. The following table sets forth the average room
rate, average occupancy and revenue per available room for Fiscal 2024 and 2025:
Particulars As of / for the year ended March 31, As of / for the year ended March 31,
2025 2024
Average Room Rate(1) (₹) 6,693.59 6,387.58
Average Occupancy(2) (%) 76.76% 73.29
Revenue per Available Room(3) (“RevPAR”) (₹) 5,138.18 4,681.17
1. Average Room Rate represents revenue from room rentals at our hotels divided by total number of room nights sold (including keys that were available
for only a certain portion of a year)
2. Average Occupancy represents the total number of room nights sold divided by the total number of room nights available at a hotel or group of hotels.
3. RevPAR is calculated by multiplying average daily rate and average occupancy.
Other Income
337Our other income decreased by 22.86% from ₹ 31.50 million in Fiscal 2024 to ₹ 24.30 million in Fiscal 2025, primarily as a
result of a decrease in reversal of impairment allowance for bad and doubtful debts from ₹ 5.90 million in Fiscal 2024 to ₹ 1.50
million in Fiscal 2025 and a decrease in interest income on financial assets carried at amortised cost – bank deposits from ₹
16.40 million in Fiscal 2024 to ₹ 13.30 million in Fiscal 2025, which was partially offset by an increase in liabilities no longer
required written back from nil in Fiscal 2024 to ₹ 2.50 million in Fiscal 2025.
Total Expenses
Our total expenses increased by 14.33% from ₹ 3,727.70 million in Fiscal 2024 to ₹ 4,261.70 million in Fiscal 2025, primarily
due to an increase in other expenses by 20.26% from ₹ 1,436.40 million in Fiscal 2024 to ₹ 1,727.40 million in Fiscal 2025 and
employee benefits expense by 13.18% from ₹ 762.60 million in Fiscal 2024 to ₹ 863.10 million for Fiscal 2025.
Cost of Materials Consumed
Cost of materials consumed increased by 10.96% from ₹ 403.40 million in Fiscal 2024 to ₹ 447.60 million in Fiscal 2025 due
to an increase in purchases during the year by 8.76% from ₹ 418.90 million in Fiscal 2024 to ₹ 455.60 million in Fiscal 2025.
Employee Benefits Expense
Our employee benefits expense increased by 13.18% from ₹ 762.60 million in Fiscal 2024 to ₹ 863.10 million for Fiscal 2025
due to an increase in salaries, wages and bonus by 13.29% from ₹ 650.00 million in Fiscal 2024 to ₹ 736.40 million in Fiscal
2025.
Depreciation and Amortization Expense
Our depreciation and amortization expense increased by 14.12% from ₹ 436.40 million in Fiscal 2024 to ₹ 498.00 million in
Fiscal 2025 primarily due to an increase in depreciation of property, plant and equipment and right of use assets by 14.12%
from ₹ 432.00 million in Fiscal 2024 to ₹ 493.00 million in Fiscal 2025.
Finance Costs
Our finance costs increased by 5.33% from ₹ 688.90 million in Fiscal 2024 to ₹ 725.60 million in Fiscal 2025 primarily due to
an increase in interest expense on financial liabilities at amortised cost on lease liabilities by 73.26% from ₹ 76.30 million in
Fiscal 2024 to ₹ 132.20 million in Fiscal 2025, which was partially offset by a decrease in interest expense on financial liabilities
at amortised cost on bank borrowings by 8.98% from ₹ 440.00 million in Fiscal 2024 to ₹ 400.50 million in Fiscal 2025.
Other Expenses
Our other expenses increased by 20.26% from ₹ 1,436.40 million in Fiscal 2024 to ₹ 1,727.40 million in Fiscal 2025, primarily
due to an increase in rent by 32.14% from ₹ 78.10 million in Fiscal 2024 to ₹ 103.20 million in Fiscal 2025, increase in sub-
contracting expenses by 67.48% from ₹ 114.10 million in Fiscal 2024 to ₹ 191.10 million in Fiscal 2025, increase in rates and
taxes by 57.35% from ₹ 49.00 million in Fiscal 2024 to ₹ 77.10 million in Fiscal 2025, increase in legal and professional charges
by 21.51% from ₹ 227.30 million in Fiscal 2024 to ₹ 276.20 million in Fiscal 2025 and increase in agency commission by
31.34% from ₹ 128.90 million in Fiscal 2024 to ₹ 169.30 million in Fiscal 2025. These were partially offset by a decrease in
repairs and maintenance – buildings by 11.09% from ₹ 55.00 million in Fiscal 2024 to ₹ 48.90 million in Fiscal 2025.
Restated profit/ (loss) before tax
As a result of the foregoing factors, our restated profit/(loss) before tax was ₹ 445.10 million in Fiscal 2025 compared to ₹
320.80 million in Fiscal 2024.
Tax Expense
Our total tax expense increased from ₹ 9.40 million in Fiscal 2024 to ₹ 208.50 million in Fiscal 2025, primarily due to an
increase in deferred tax charge/(credit) from ₹ 9.40 million in Fiscal 2024 to ₹ 208.50 million in Fiscal 2025.
Restated profit/ (loss) for the year
As a result of the foregoing factors, our restated profit/(loss) for the year was ₹ 236.60 million in Fiscal 2025 compared to ₹
311.40 million in Fiscal 2024.
Fiscal 2024 compared to Fiscal 2023
Total Income
Our total income increased by 13.59% from ₹ 3,564.10 million in Fiscal 2023 to ₹ 4,048.50 million in Fiscal 2024, primarily
due to an increase in our revenue from operations.
338Revenue from operations
Our revenue from operations increased by 14.70% from ₹ 3,502.20 million in Fiscal 2023 to ₹ 4,017.00 million in Fiscal 2024,
primarily due to an increase in the revenue from hospitality services by 14.64% from ₹ 3,443.30 million in Fiscal 2023 to ₹
3,947.30 million in Fiscal 2024 on account of increase in average room rate from ₹ 5,943.57 in Fiscal 2023 to ₹ 6,387.58 in
Fiscal 2024, increase in revenue per available room from ₹ 4,136.34 in Fiscal 2023 to ₹ 4,681.17 in Fiscal 2024 and increase
in average occupancy from 69.59% in Fiscal 2023 to 73.29% in Fiscal 2024 and increased travel demand as a result of the
easing of restrictions in relating to the COVID-19 pandemic. The following table sets forth the average room rate, average
occupancy and revenue per available room for Fiscal 2023 and 2024:
Particulars As of / for the year ended March 31, As of / for the year ended March 31,
2024 2023
Average Room Rate(1) (₹) 6,387.58 5,943.57
Average Occupancy(2) (%) 73.29 69.59
Revenue per Available Room(3) (“RevPAR”) (₹) 4,681.17 4,136.34
1. Average Room Rate represents revenue from room rentals at our hotels divided by total number of room nights sold (including keys that were available
for only a certain portion of a year)
2. Average Occupancy represents the total number of room nights sold divided by the total number of room nights available at a hotel or group of hotels.
3. RevPAR is calculated by multiplying average daily rate and average occupancy.
Other Income
Our other income decreased by 49.11% from ₹ 61.90 million in Fiscal 2023 to ₹ 31.50 million in Fiscal 2024, primarily as a
result of a decrease in profit on sale of property, plant and equipment (net) by 98.43% from ₹ 38.10 million in Fiscal 2023 to ₹
0.60 million in Fiscal 2024, which was partially offset by an increase in reversal of impairment allowance for bad and doubtful
debts from nil in Fiscal 2023 to ₹ 5.90 million in Fiscal 2024.
Total Expenses
Our total expenses increased by 0.22% from ₹ 3,719.50 million in Fiscal 2023 to ₹ 3,727.70 million in Fiscal 2024, primarily
due to an increase in cost of materials consumed by 14.99% from ₹ 350.80 million in Fiscal 2023 to ₹ 403.40 million in Fiscal
2024 and employee benefits expense by 20.45% from ₹ 633.10 million in Fiscal 2023 to ₹ 762.60 million for Fiscal 2024. These
were partially offset by a decrease in other expenses by 7.35% from ₹ 1,550.40 million in Fiscal 2023 to ₹ 1,436.40 million in
Fiscal 2024.
Cost of Materials Consumed
Cost of materials consumed increased by 14.99% from ₹ 350.80 million in Fiscal 2023 to ₹ 403.40 million in Fiscal 2024 due
to an increase in purchases during the year by 13.62% from ₹ 368.70 million in Fiscal 2023 to ₹ 418.90 million in Fiscal 2024.
Employee Benefits Expense
Our employee benefits expense increased by 20.45% from ₹ 633.10 million in Fiscal 2023 to ₹ 762.60 million for Fiscal 2024
due to an increase in salaries, wages and bonus by 19.84% from ₹ 542.40 million in Fiscal 2023 to ₹ 650.00 million in Fiscal
2024.
Depreciation and Amortization Expense
Our depreciation and amortization expense decreased by 11.57% from ₹ 493.50 million in Fiscal 2023 to ₹ 436.40 million in
Fiscal 2024 primarily due to a decrease in depreciation of property, plant and equipment and right of use assets by 11.09% from
₹ 485.90 million in Fiscal 2023 to ₹ 432.00 million in Fiscal 2024.
Finance Costs
Our finance costs decreased by 0.40% from ₹ 691.70 million in Fiscal 2023 to ₹ 688.90 million in Fiscal 2024 primarily due to
a decrease in interest expense on financial liabilities at amortised cost on bank borrowings by 8.28% from ₹ 479.70 million in
Fiscal 2023 to ₹ 440.00 million in Fiscal 2024, which was partially offset by an increase in interest expense on financial
liabilities at amortised cost on related party borrowings by 17.11% from ₹ 114.00 million in Fiscal 2023 to ₹ 133.50 million in
Fiscal 2024.
Other Expenses
Our other expenses decreased by 7.35% from ₹ 1,550.40 million in Fiscal 2023 to ₹ 1,436.40 million in Fiscal 2024, primarily
due to a decrease in property taxes by 86.24% from ₹ 337.10 million in Fiscal 2023 to ₹ 46.40 million in Fiscal 2024; increase
in expenses on advertising and sales promotion from ₹ 50.70 million in Fiscal 2023 to ₹ 59.70 million in Fiscal 2024 and
decrease in rates and taxes by 11.87% from ₹ 55.60 million in Fiscal 2023 to ₹ 49.00 million in Fiscal 2024. These were partially
339offset by an increase in power and fuel by 11.78% from ₹ 257.20 million in Fiscal 2023 to ₹ 287.50 million in Fiscal 2024 and
an increase in legal professional charges by 14.34% from ₹ 198.80 million in Fiscal 2023 to ₹ 227.30 million in Fiscal 2024.
Restated profit/ (loss) before tax
As a result of the foregoing factors, our restated profit/(loss) before tax was ₹ 320.80 million in Fiscal 2024 compared to ₹
(45.40) million in Fiscal 2023.
Tax Expense
Our total tax expense increased by 164.83% from ₹ (14.50) million in Fiscal 2023 to ₹ 9.40 million in Fiscal 2024, primarily
due to increase in profit for Fiscal 2024. This primarily constituted an increase in deferred tax charge/(credit) from ₹ (14.50)
million in Fiscal 2023 to ₹ 9.40 million in Fiscal 2024.
Restated profit/ (loss) for the year
As a result of the foregoing factors, our restated profit/(loss) for the year was ₹ (30.90) million in Fiscal 2023 compared to ₹
311.40 million in Fiscal 2024.
LIQUIDITY AND CAPITAL RESOURCES
We have historically financed the expansion of our business and operations through a combination of internal accruals and
external borrowings.
Cash Flows
The following table sets forth certain information relating to our cash flows in the years indicated:
Particulars Fiscal
2025 2024 2023
(₹ million)
Net cash flow from/(used in) operating activities (A) 1,489.50 1,548.60 1,078.70
Net cash flow from/(used in) investing activities (B) (949.90) (453.00) 9.80
Net cash flow from/ (used in) financing activities (C) (817.90) (921.30) (1,322.40)
Net increase/ (decrease) in cash and cash equivalents (A + B + C) (278.30) 174.30 (233.90)
Cash and cash equivalents as at the end of the year (238.80) 39.50 (134.80)
Operating Activities
Fiscal 2025
Net cash flow from/ (used in) operating activities was ₹ 1,489.50 million in Fiscal 2025. In Fiscal 2025, our restated profit/(loss)
before tax was ₹ 445.10 million. Primary adjustment to reconcile restated profit/ (loss) before tax to net cash flows consisted
of interest expense of ₹ 725.60 million and depreciation and amortization expenses of ₹ 498.00 million.
Operating profit before working capital changes was ₹ 1,648.90 million in Fiscal 2025. The main working capital changes in
Fiscal 2025 comprised an increase in trade payables of ₹ 110.30 million, which was partially offset by an increase in other
assets of ₹ 162.90 million and a decrease in other liabilities of ₹ 42.90 million.
Fiscal 2024
Net cash flow from/ (used in) operating activities was ₹ 1,548.60 million in Fiscal 2024. In Fiscal 2024, our restated profit/(loss)
before tax was ₹ 320.80 million. Primary adjustment to reconcile restated profit/ (loss) before tax to net cash flows consisted
of interest expense of ₹ 688.90 million and depreciation and amortization expense of ₹ 436.40 million.
Operating profit before working capital changes was ₹ 1,438.60 million in Fiscal 2024. The main working capital changes in
Fiscal 2024 comprised decrease in other assets of ₹ 148.00 million, increase in other liabilities of ₹ 27.00 million, which was
partially offset by a decrease in trade payables of ₹ 41.20 million.
Fiscal 2023
Net cash flow from/ (used in) operating activities was ₹ 1,078.70 million in Fiscal 2023. In Fiscal 2023, our restated profit/(loss)
before tax was ₹ (45.40) million. Primary adjustment to reconcile restated profit/ (loss) before tax to net cash flows consisted
of finance costs of ₹ 691.70 million and depreciation and amortization expense of ₹ 493.50 million.
Operating profit before working capital changes was ₹ 979.90 million in Fiscal 2023. The main working capital changes in
340Fiscal 2023 included increase in trade payables of ₹ 125.40 million and increase in other liabilities of ₹ 77.90 million, which
was partially offset by increase in trade receivable of ₹ 88.60 million.
Investing Activities
Fiscal 2025
Net cash flow from/(used in) investing activities in Fiscal 2025 was ₹ (949.90) million, primarily due to purchase of property,
plant and equipment (including capital work in progress) of ₹ (947.40) million and investment in bank deposits of ₹ (100.60)
million, which were offset by redemption of bank deposits of ₹ 86.70 million.
Fiscal 2024
Net cash flow from/(used in) investing activities in Fiscal 2024 was ₹ (453.00) million, primarily due to purchase of property,
plant and equipment (including capital work in progress) of ₹ (554.80) million and investment in bank deposits of ₹ (80.00)
million, which were offset by redemption of bank deposits of ₹ 160.90 million.
Fiscal 2023
Net cash flow from/(used in) investing activities in Fiscal 2023 was ₹ 9.80 million, primarily due to purchase of property, plant
and equipment (including capital work in progress) of ₹ (97.10) million. This was partially offset by proceeds from sale of
property, plant and equipment of ₹ 116.70 million.
Financing Activities
Fiscal 2025
Net cash flow from/ (used in) financing activities in Fiscal 2025 was ₹ (817.90) million, primarily on account of repayment of
borrowings of ₹ (471.80) million and interest paid of ₹ (444.20) million, which was partially offset by proceeds from borrowings
of ₹ 183.20 million.
Fiscal 2024
Net cash flow from/ (used in) financing activities in Fiscal 2024 was ₹ (921.30) million, primarily on account of repayment of
borrowings of ₹ (1,431.40) million and interest paid of ₹ (478.70) million, which was largely offset by proceeds from
borrowings of ₹ 1,156.90 million.
Fiscal 2023
Net cash flow from/ (used in) financing activities in Fiscal 2023 was ₹ (1,322.40) million primarily on account of repayment
of borrowings of ₹ (1,025.10) million and interest paid of ₹ (508.30) million, which was partially offset by proceeds from
borrowings of ₹ 267.90 million.
INDEBTEDNESS
As of March 31, 2025, we had total borrowings of ₹ 6,173.20 million. Further, as of May 31, 2025, our outstanding borrowings
on a consolidated basis aggregated to ₹ 6,191.50 million. The interest rate for the term loans typically ranges from 8.25% per
annum to 9.95% per annum and the interest rate for the working capital loans ranges from 8.25% per annum to 9.05% per
annum. These rates are linked to the marginal cost of fund-based lending rate or external benchmark rates. The tenor of our
working capital facilities is up to one year and can be renewed by mutual agreement, whereas the tenor of the term loans availed
by us typically ranges for approximately 6 to 11 years. Non-convertible debentures have been issued at par carrying an interest
rate of 0.01%. For further information, see “Financial Indebtedness” on page 347.
MATURITY PROFILE OF FINANCIAL LIABILITIES
The table below provides details regarding the maturity profile of our financial liabilities based on contractual undiscounted
payments as of the dates indicated:
Particulars Maturity period March 31, 2025 March 31, 2024 March 31,
2023
(₹ million)
Financial liabilities - Current
Current borrowings - term loans from banks Within 1 year 890.70 880.10 1,336.80
341Particulars Maturity period March 31, 2025 March 31, 2024 March 31,
2023
(₹ million)
Current borrowings – loans from related parties Within 1 year 400.00 - -
Current borrowings - bank overdraft Repayable on 346.50 40.30 212.40
demand
Current borrowings - Debentures Within 1 year 10.00 5.40 -
Trade payables Within 1 year 381.20 273.30 314.50
Lease liabilities Within 1 year 20.40 - -
Other financial liabilities Within 1 year 233.20 310.40 329.20
Financial liabilities - Non-current
Non-Current borrowings - term loans from banks Between 1-10 years 5,279.50 6,126.00 4,409.80
Non-Current borrowings - loans from related Between 1-10 years 1,379.00 1,779.00 1,779.00
parties
Non-Current borrowings - Debentures Between 1-10 years - 10.00 15.40
Lease liabilities Between 1-30 years 4,158.10 1,956.00 2,016.00
Other financial liabilities Between 1-3 years 3.40 20.90 20.60
CONTINGENT LIABILITIES AND COMMITMENTS
As of March 31, 2025, our contingent liabilities as per Ind AS 37 - Provisions, Contingent Liabilities and Contingents Assets
that have been derived from our Restated Consolidated Summary Statements, were as follows:
As at March 31, 2025
Particulars
(₹ million)
Bank guarantee 22.10
Income Tax demands 26.70
Goods and Services Tax demands 203.30
Property tax demand under litigation 287.40
For further information of our contingent liabilities as at March 31, 2025 in accordance with Ind AS 37 Provisions, Contingent
Liabilities and Contingents Assets, see “Restated Consolidated Summary Statements – Note 27 – Commitments and
Contingencies” on page 297.
COMMITMENTS
The estimated amount of contracts (net of capital advance) remaining to be executed on capital account not provided for is ₹
1,900.70 million in Fiscal 2025, ₹ 229.80 million in Fiscal 2024, and ₹ 113.70 million in Fiscal 2023.
OFF-BALANCE SHEET COMMITMENTS AND ARRANGEMENTS
We do not have any off-balance sheet arrangements, derivative instruments or other relationships with other entities that would
have been established for the purpose of facilitating off-balance sheet arrangements.
RELATED PARTY TRANSACTIONS
We enter into various transactions with related parties in the ordinary course of business. Related parties with whom transactions
have taken place during the year include reimbursement of expenses, interest on borrowings, purchase of materials, purchase
of services, rent paid, loan proceeds and revenue from hospitality services. Also, see, “Risk Factors – 44. We have in the past
entered into related party transactions 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 us.” on page 59.
AUDITOR OBSERVATIONS
There are no qualifications, reservations and adverse remarks by our Statutory Auditors in our Restated Consolidated Summary
Statements. Also, see “Risk Factors – 14. Our Statutory Auditors have included certain emphasis of matters in their audit
reports on our financial statements for the years ended March 31, 2025, March 31, 2024 and March 31, 2023. Further, our
Statutory Auditors have included certain modifications under the section Other Legal and Regulatory Requirements in their
audit reports on our financial statements for the years ended March 31, 2025 and March 31, 2024. We cannot assure you that
any similar emphasis of matters or modifications, will not form part of our financial statements for the future fiscal periods,
which could have an adverse effect on our reputation, financial condition, results of operations and cash flows.” on page 41.
342QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Our principal financial liabilities comprise borrowings, trade and other payables. The main purpose of these financial liabilities
is to finance our operations. Our principal financial assets include loans, trade, other receivables and cash and cash equivalents
that derive directly from its operations. We are exposed to market risk, credit risk and liquidity risk. Our senior management
oversees the management of these risks and ensures that our financial risk activities are governed by appropriate policies and
procedures and that financial risks are identified, measured and managed in accordance with our policies and risk objectives.
Market risk
Market risk is the risk that the fair value of future cash flows of a financial instrument will fluctuate because of changes in
market prices. Market risk comprises of risk: interest rate risk, currency risk and price risk.
Interest rate risk
Interest rate risk is the risk that the fair value or future cash flows of our financial instruments will fluctuate because of changes
in market interest rates. Our exposure to the risk of changes in market interest rates relates primarily to our long-term debt
obligations with floating interest rates. We manage our interest rate risk by having a balanced portfolio of fixed and variable
rate loans and borrowings.
Currency risk
Foreign currency risk is the risk that the fair value or future cash flows of an exposure will fluctuate because of changes in
foreign exchange rates. Our exposure to the risk of changes in foreign exchange rates arises on account of purchases from
foreign countries. We have not taken any derivative instrument during the year and there is no derivative instrument outstanding
as at the year end.
Price risk
We are affected by the price volatility of certain commodities. Our management has developed and enacted a risk management
strategy regarding commodity price risk and its mitigation. We are subject to the price risk variables, which are expected to
vary in line with the prevailing market conditions.
Credit risk
Credit risk is the risk of loss that may arise on outstanding financial instruments if a counterparty default on its obligations. Our
exposure to credit risk arises majorly from trade receivables/ unbilled revenue and other financial assets. Other financial assets
are bank deposits with banks and hence, we do not expect any credit risk with respect to these financial assets. With respect to
other financial assets, we have constituted teams to review the receivables on periodic basis and to take necessary mitigations,
wherever required. We apply the expected credit loss (“ECL”) model for measurement and recognition of impairment losses
on trade receivables and unbilled revenue. We follow the simplified approach for recognition of impairment allowance on trade
receivables wherein, it recognises impairment allowance based on lifetime ECLs at each reporting date. At the balance sheet
date, there was no significant concentration of credit risk and exposure thereon.
Liquidity risk
Our objective is to maintain a balance between continuity of funding and flexibility through the use of borrowings and lease
contracts. We have assessed the concentration of risk with respect to refinancing its debt and concluded it to be low.
CAPITAL EXPENDITURES
The following table sets forth additions to property, plant and equipment by category, for the years indicated below:
Particulars Fiscal 2025 Fiscal 2024 Fiscal 2023
(in ₹ million)
Freehold land (A) 7.50 - -
Leasehold land (ROU Assets) (B) 179.00 600.00 -
Buildings (C) 641.80 31.10 14.60
Plant & Machinery (D) 91.60 9.00 2.70
Electrical installation (E) 94.90 3.10 1.30
Office equipment (F) 83.30 24.00 12.60
Office equipment (ROU assets) (G) 33.40 - -
Computer hardware (H) 23.20 3.40 6.50
Motor vehicles (I) 1.40 - 1.10
Furniture & fixtures (J) 127.40 22.60 1.70
Total (K = A + B + C + D + E + F + G + H + I + J) 1,283.50 693.20 40.50
343SIGNIFICANT ECONOMIC CHANGES
Other than as described in this section and in “Risk Factors”, “Industry Overview” and “Our Business” on pages 31, 148 and
188, respectively, there have been no significant economic changes that materially affected or are likely to affect income from
continuing operations.
UNUSUAL OR INFREQUENT EVENTS OF TRANSACTIONS
Except as described in this Red Herring Prospectus, to our knowledge, there have been no “unusual” or “infrequent” events or
transactions that have in the past or may in the future affect our business operations or future financial performance.
KNOWN TRENDS OR UNCERTAINTIES
Our business has been affected and we expect will continue to be affected by the trends identified above in “-Significant Factors
Affecting Our Results of Operations and Financial Condition” and the uncertainties described in “Risk Factors” beginning on
pages 322 and 31. To our knowledge, except as described or anticipated in this Red Herring Prospectus, there are no known
factors which we expect will have a material adverse impact on our revenues or income from continuing operations.
FUTURE RELATIONSHIP BETWEEN COST AND INCOME
Other than as described in “Risk Factors”, “Our Business” and “Management’s Discussion and Analysis of Financial Condition
and Results of Operations” on pages 31, 188 and 322, respectively, there are no known factors that might affect the future
relationship between costs and revenues.
NEW PRODUCTS OR BUSINESS SEGMENTS
Except as set out in this Red Herring Prospectus, we have not announced and do not expect to announce in the near future any
new business segments other than in the normal course of business.
COMPETITIVE CONDITIONS
We operate in a competitive environment. See “Our Business”, “Industry Overview” and “Risk Factors” on 188, 148 and 31,
respectively, for further information on competitive conditions that we face.
EXTENT TO WHICH MATERIAL INCREASES IN NET SALES OR REVENUE ARE DUE TO INCREASED SALES
VOLUME, INTRODUCTION OF NEW PRODUCTS OR SERVICES OR INCREASED SALES PRICES
Changes in revenue in the last three Fiscals are as described in “– Fiscal 2025 compared to Fiscal 2024”, “– Fiscal 2024
compared to Fiscal 2023” above on pages 337 and 338, respectively.
SEGMENT REPORTING
Our Company and its Subsidiary are engaged in the business of hospitality. The Board of Directors being the Chief Operating
Decision Maker (CODM) evaluates the performance and allocates resources based on an analysis of various performance
indicators by industry classes. All operating segments operating results are reviewed regularly by CODM to make decisions
about resources to be allocated to the segments and assess their performance. CODM believes that these are governed by same
set of risks and returns hence, CODM reviews them as one component. Hence, there are no additional disclosures to be provided
under Ind-AS 108 – Segment information with respect to the single reportable segment. Further, our Company and its Subsidiary
are domiciled in India and their non-current assets are located in India. There is no identifiable major customer who is
contributing more than 10% of revenue.
SIGNIFICANT DEPENDENCE ON SINGLE OR FEW CUSTOMERS AND SUPPLIERS
We have a wide customer and supplier base and do not have any material dependence on any particular customer and supplier.
Further, for the details of our dependence on third-party hotel operators, see “Risk Factors - 1. We have entered into hotel
operator services agreements and other related agreements with Marriott, Accor and InterContinental Hotels Group to receive
operating and marketing services for our hotels. In Fiscal 2025, two of our hotels which are operated by Marriott contributed
43.81% of our revenue from operations. If these agreements are terminated or not renewed, our business, results of operations,
financial condition and cash flows may be adversely affected.” on page 31.
SEASONALITY/ CYCLICALITY OF BUSINESS
The hospitality industry in India is subject to seasonal variations. The periods during which our hotels experience higher
revenues vary from property to property, depending principally upon location and the customers served. Our revenues are
344generally higher during the second half of each Fiscal. See also “– Significant Factors Affecting Our Results of Operations –
Changes in Consumer Demand due to Seasonality and Macroeconomic Conditions” above on page 324.
RECENT ACCOUNTING PRONOUNCEMENTS
As at the date of this Red Herring Prospectus, there are no recent accounting pronouncements which would have a material
effect on our results of operations or financial condition.
SIGNIFICANT DEVELOPMENTS AFTER MARCH 31, 2025 THAT MAY AFFECT OUR FUTURE RESULTS OF
OPERATIONS
Except as disclosed below, no circumstances have arisen after March 31, 2025 which materially and adversely affect or are
likely to affect our profitability, or the value of our assets or our ability to pay our material liabilities within the next twelve
months.
The Company has allotted an aggregate of 14,000,000 Equity Shares on a preferential basis for an aggregate consideration
of ₹ 1,260.00 million at a price of ₹ 90.00 per Equity Share (including a premium of ₹ 80.00 per Equity Share). For further
details, see “Capital Structure” on page 94.
345CAPITALISATION STATEMENT
The following table sets forth our capitalisation as at March 31, 2025, derived from our Restated Consolidated Summary
Statements, and as adjusted for the Issue. This table should be read in conjunction with “Risk Factors,”, “Restated Consolidated
Summary Statements” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations”
beginning on pages 31, 254 and 322, respectively.
(₹ in million, except ratios)
Particulars Pre-Issue (as at March 31, As adjusted for the proposed
2025) Issue#
Borrowings
Current liabilities – Financial liabilities - Borrowings (A) 1,239.30 [●]
Non-current liabilities – Financial liabilities - Borrowings (B) 4,933.90 [●]
Total borrowings (C =A+B) 6,173.20 [●]
Equity
Equity Share capital (D) 2,814.30 [●]
Instruments entirely equity in nature (E) 15.00
Other equity (F) (1,960.50) [●]
Non-controlling interests (G) 154.50
Total Equity (H = D+E+F+G) 1,023.30 [●]
Total Capitalisation (I = C+H) 7,196.50 [●]
Ratio: Non-current liabilities - Financial liabilities - Borrowings / Total 4.82 [●]
Equity(J = B/H) (in times)
Ratio: Total borrowings/ Total Equity (K = C/H) (in times) 6.03 [●]
Notes:
# The corresponding post-Issue capitalisation data for each of the amounts given in the above table is not determinable at this stage, pending the completion of
the book building process and hence, the same has not been provided in the above table. To be updated upon finalization of the Issue Price.
These terms carry the same meaning as per Schedule III of the Companies Act
346FINANCIAL INDEBTEDNESS
Our Company and our Subsidiary have availed loans and credit facilities in the ordinary course of business for various purposes
including meeting capital expenditure, working capital requirements, and other business requirements. For details regarding the
borrowing powers of our Company, see “Our Management – Borrowing Powers of our Board of Directors” on page 237.
As of May 31, 2025, our outstanding borrowings on a consolidated basis aggregated to ₹ 6,191.50 million.
Set forth below is a summary of the aggregate borrowings of our Company on a consolidated basis, as on May 31, 2025:
(₹ in million)
Category of borrowing Sanctioned amount Outstanding amount*
Secured Loans
Fund-based 6,205.00# 4,775.70
Non-fund based 100.00## 2.80
Unsecured Loans
Fund-based 2,015.39 1,413.00
Non-fund based Nil Nil
Total 8,320.39 6,191.50
* As certified by Manian & Rao pursuant to the certificate dated July 18, 2025.
# Includes ₹ 300 million as a sub-limit of non-fund based to the fund-based limits.
## Includes ₹ 50 million as a sub-limit of fund based to the non-fund based limit.
Set below is a brief summary of our aggregate sanctioned and outstanding borrowings of our Company on consolidated basis
for the two month period ended May 31, 2025 and Financial Years ended March 31, 2025, March 31, 2024 and March 31,
2023:
Fiscal/P Name of Name of lender Nature of facility Date of sanction Sanctioned Opening Total Amount Closing
eriod Entity Amount balance addition repaid balance
as of the during during as of the
beginning the Fiscal the Fiscal end of
of the the Fiscal
Fiscal
May 31, Secured
2025 Company Axis Bank Limited Term loan facility January 3, 2018 650.00 516.01 - - 516.01
Company Axis Bank Limited Term loan facility October 10, 2022 600.00 542.23 - - 542.23*
Company Axis Bank Limited Term loan facility January 12, 2021 172.50 46.72 - 7.20 39.50
Company Axis Bank Limited Term loan facility July 29, 2021 172.50 118.59 - 7.20 111.40
Company Axis Bank Limited Term loan facility September 26, 3,000.00 2,638.20 - 40.20 2,598.00*
2023
Company Axis Bank Limited Overdraft October 18, 2024 800.00 338.78 - - 395.80
Subsidiary ICICI Bank Limited Term loan facility August 19, 2023 780.00 585.90* - 20.40 565.50*
Subsidiary ICICI Bank Limited Overdraft August 19, 2023 80.00 - - - 7.30
Subsidiary Federal Bank Overdraft December 17, 80.00 - - - -
Limited 2016
Unsecured
Company BEL Corporate July 1, 2020 2,000.00 1,377.30 26.30 - 1,403.60
borrowing
Subsidiary Subramanian Non-Convertible - - 9.20 0.20 - 9.40
Engineering Debentures
Limited
March Secured
31, 2025 Company Axis Bank Limited Term loan facility January 3, 2018 650.00 553.10 - 37.10 516.01
Company Axis Bank Limited Term loan facility October 10, 2022 600.00 366.60 175.60 - 542.23*
Company Axis Bank Limited Term loan facility January 12, 2021 172.50 89.80 - 43.10 46.72
Company Axis Bank Limited Term loan facility July 29, 2021 172.50 161.70 - 43.10 118.59
Company Axis Bank Limited Term loan facility September 26, 3,000.00 2,879.40 - 241.20 2,638.20*
2023
Company Axis Bank Limited Overdraft October 18, 2024 800.00 (17.10) - - 338.78
Subsidiary ICICI Bank Limited Term loan facility August 19, 2023 780.00 690.40 - 104.50 585.90*
Subsidiary ICICI Bank Limited Overdraft August 19, 2023 80.00 40.30 - 40.30 -
Subsidiary Federal Bank Overdraft December 17, 80.00 (0.20) - - -
Limited 2016
Unsecured
Company BEL Corporate July 1, 2020 2,000.00 1,229.70 147.60 - 1,377.30
borrowing
Subsidiary Subramanian Non-Convertible - - 13.10 1.60 5.50 9.20
Engineering Debentures
Limited
March Secured
347Fiscal/P Name of Name of lender Nature of facility Date of sanction Sanctioned Opening Total Amount Closing
eriod Entity Amount balance addition repaid balance
as of the during during as of the
beginning the Fiscal the Fiscal end of
of the the Fiscal
Fiscal
31, 2024 Company Axis Bank Limited Term loan facility January 3, 2018 650.00 582.40 - 29.30 553.10
Company Axis Bank Limited Term loan facility October 10, 2022 600.00 49.30 317.30 - 366.60*
Company Axis Bank Limited Term loan facility January 12, 2021 172.50 133.00 - 43.10 89.90
Company Axis Bank Limited Term loan facility July 29, 2021 172.50 172.50 - 10.80 161.70
Company Axis Bank Limited Term loan facility September 26, 3,000.00 - 3,000.00 120.60 2,879.40*
2023
Company HDFC Bank Term loan facility December 7, 2016 875.00 464.40 - 464.40 -
Company HDFC Bank Term loan facility November 12, 1,047.36 776.20 - 776.20 -
2019
Company HDFC Bank Term loan facility November 12, 230.00 160.80 - 160.80 -
2019
Company HDFC Bank Term loan facility December 29, 413.40 281.90 - 281.90 -
2020
Company HDFC Bank Term loan facility September 28, 413.40 413.00 - 413.00 -
2021
Company J & K Bank Term loan facility April 26, 2016 600.00 186.20 - 186.20 -
Company J & K Bank Term loan facility January 18, 2019 160.00 134.00 - 134.00 -
Company J & K Bank Term loan facility March 04, 2017 650.00 422.10 - 422.10 -
Company J & K Bank Term loan facility January 29, 2021 235.00 184.70 - 184.70 -
Company J & K Bank Term loan facility September 27, 235.00 235.00 - 235.00 -
2021
Company Axis Bank Limited Overdraft March 20, 2019 250.00 155.80 - - (17.80)
Company Axis Bank Limited Overdraft February 6, 2020 50.00 32.80 - - 0.70
Subsidiary Federal Bank Term loan facility December 3, 2015 550.00 301.80 - 301.80 -
Limited
Subsidiary Federal Bank Term loan facility August 2, 2017 250.00 200.80 - 200.80 -
Limited
Subsidiary Federal Bank Term loan facility December 4, 2020 179.80 129.40 - 129.40 -
Limited
Subsidiary Federal Bank Term loan facility September 20, 179.80 179.80 - 179.80 -
Limited 2021
Subsidiary ICICI Bank Limited Term loan facility August 19, 2023 780.00 - 757.10 66.70 690.40*
Subsidiary Federal Bank Overdraft December 17, 80.00 23.80 - - (0.20)
2016
Subsidiary ICICI Bank Limited Overdraft August 19, 2023 80.00 - - - 40.30
Unsecured
Company BEL Corporate July 1, 2020 2,000.00 1,097.60 132.10 - 1,229.70
borrowing
Subsidiary Subramanian Non-Convertible - - 11.80 1.30 - 13.10
Engineering Debentures
Limited
March Secured
31, 2023 Company Axis Bank Term loan facility January 3, 2018 650.00 597.10 - 14.70 582.40
Limited
Company Axis Bank Limited Term loan facility January 12, 2021 172.50 168.90 3.60 39.50 133.00
Company Axis Bank Limited Term loan facility July 29, 2021 172.50 172.50 - - 172.50
Company Axis Bank Limited Term loan facility October 10, 2022 600.00 - 49.30 - 49.30*
Company HDFC Bank Term loan facility December 7, 2016 625.00 31.10 - 31.10 -
Company HDFC Bank Term loan facility December 7, 2016 875.00 649.40 - 185.00 464.40
Company HDFC Bank Term loan facility November 12, 1,047.36 889.00 - 112.80 776.20
2019
Company HDFC Bank Term loan facility November 12, 230.00 191.60 - 30.80 160.80
2019
Company HDFC Bank Term loan facility December 29, 413.40 384.40 - 102.50 281.90
2020
Company HDFC Bank Term loan facility September 28, 413.00 413.00 - - 413.00
2021
Company J & K Bank Term loan facility April 26, 2016 600.00 270.60 - 84.40 186.20
Company J & K Bank Term loan facility March 4, 2017 650.00 530.10 - 108.00 422.10
Company J & K Bank Term loan facility January 18, 2019 160.00 144.90 - 10.90 134.00
Company J & K Bank Term loan facility January 29, 2021 235.00 234.60 - 49.90 184.70
Company J & K Bank Term loan facility September 27, 235.00 234.80 - (0.20) 235.00
2021
Company Axis Bank Limited Overdraft March 20, 2019 250.00 (2.30) - - 155.80
Company Axis Bank Limited Overdraft February 6, 2020 50.00 (23.50) - - 32.80
348Fiscal/P Name of Name of lender Nature of facility Date of sanction Sanctioned Opening Total Amount Closing
eriod Entity Amount balance addition repaid balance
as of the during during as of the
beginning the Fiscal the Fiscal end of
of the the Fiscal
Fiscal
Subsidiary Federal Bank Term loan facility December 3, 2015 550.00 399.60 - 97.80 301.80
Limited
Subsidiary Federal Bank Term loan facility December 17, 120.00 89.20 - 89.20 -
Limited 2016
Subsidiary Federal Bank Term loan facility August 2, 2017 250.00 224.80 - 24.00 200.80
Limited
Subsidiary Federal Bank Term loan facility December 4, 2020 179.80 169.80 - 40.40 129.40
Limited
Subsidiary Federal Bank Term loan facility September 20, 179.80 115.00 64.80 - 179.80
Limited 2021
Subsidiary Federal Bank Overdraft December 17, 80.00 18.70 - - 23.80
Limited 2016
Unsecured
Company BEL Corporate July 1, 2020 2,000.00 915.00 182.60 - 1,097.60
borrowing
Subsidiary Subramanian Non-Convertible - - 10.40 1.40 - 11.80
Engineering Debentures
Limited
* Loan processing fees adjusted against the loan balances in Restated Consolidated Summary Statements is not considered.
Principal terms of the outstanding borrowings availed by us as on May 31, 2025:
1. Purpose: Our Company and its Subsidiary have availed the borrowing facilities to primarily finance capex
requirements, working capital requirements and refinancing existing loans.
2. Interest: The interest rate for the term loans typically ranges from 8.25% per annum to 9.95% per annum and the
interest rate for the working capital loans ranges from 8.25% per annum to 9.05% per annum. These rates are linked
to the marginal cost of fund-based lending rate or external benchmark rates. Non-convertible debentures have been
issued at par carrying an interest rate of 0.01%.
3. Tenor: The tenor of our working capital facilities is up to one year and can be renewed by mutual agreement, whereas
the tenor of the term loans availed by us typically ranges for approximately 6 to 11 years. The working capital facilities
are payable on demand. Non-convertible debentures are mandatorily redeemable at the expiry of 5 years from the date
of its issue.
4. Security: In terms of our borrowings where security needs to be created, we are typically required to create security
by way of:
(a) exclusive charge by hypothecation over our existing and future current assets and fixed movable assets;
(b) exclusive charge by equitable and registered mortgage in favour of term lenders on present and future
immovable fixed assets, including leasehold rights of underlying land of our properties;
(c) exclusive security interest by way of hypothecation, assignment or creation of security interest in, inter alia,
our project contracts, clearances, guarantee and insurance contracts;
(d) shortfall undertaking from our Promoter for debt servicing; and
(e) debt service reserve accounts in the form of fixed deposits.
5. Pre-payment: We have the option to prepay the lenders, subject to payment of prepayment charges at such rate as may
be stipulated by the lenders which typically ranges from nil to 2.00%. Further, some loans may be prepaid without any
prepayment charges subject to the fulfilment of certain conditions. Some of our loans also include a mandatory
prepayment clause, in terms of which, upon the occurrence of certain events, such as inter alia receipt of any
expropriation proceeds or receipt of proceeds resulting from the termination or revocation of a project, termination or
buyout payments, payments due for breach of warranties or guarantees, liquidated damages or insurance from a force
majeure event, we are required to mandatorily prepay the outstanding amount of the relevant facility in full or in part,
without payment of any prepayment charges.
6. Re-payment: The working capital facilities are typically repayable on demand. The repayment period for the term loan
facilities availed by us is typically in monthly/quarterly instalments.
7. Key Covenants: In terms of our facility agreements and sanction letters, we are required to comply with various
financial covenants, restrictive covenants and conditions restricting certain corporate actions, and we are required to
349take prior consent from the lender and/or intimate the respective lender before carrying out such actions, including,
but not limited to the following:
(a) effecting any change in the general nature of the business or any expansion or investment in any other entity;
(b) effecting any amendments to our Company’s constitutional documents;
(c) disposing our assets other than those as permitted by the lender in writing; and
(d) effecting any change in the ownership or control or management, including by pledge of the promoter or
sponsor shareholding in our Company.
8. Events of Default: In terms of our facility agreements and sanction letters, the following, among others, constitute
events of default:
(a) failure to pay any amount due, including principal and interest;
(b) failure to perform or comply with any obligations or terms and conditions under the facilities by us;
(c) change in the general nature or scope of the business;
(d) failure to provide additional security in a circumstance where the value of any security depreciates, and the
lender is entitled to additional security;
(e) failure to create and perfect security as stipulated or within any other extended period as allowed by the
lender; and
(f) occurrence of a material adverse change that can affect our ability to repay the loan.
9. Consequences of occurrence of events of default: In terms of our facility agreements and sanction letters, the
following, among others, are the consequences of occurrence of events of default, whereby our lenders may:
(a) declare all sums outstanding as immediately due and payable;
(b) enforce their security over the hypothecated / mortgaged assets;
(c) review or restructure our management and Board of Directors;
(d) appoint a nominee director to our Board of Directors; and
(e) convert outstanding debt into equity or other securities.
This is an indicative list and there may be additional terms that may require the consent of the relevant lender that may amount
to an event of default under the various borrowing arrangements entered into by us. Further, none of the banks or financial
institutions from whom we have availed borrowings have accelerated payment of any debt facility in full or in part on account
of default in the repayment of any instalment or interest due or for violation of any other terms of the outstanding debt facilities.
For the purpose of the Issue, our Company has received prior consent from our lender, as required under the relevant loan
documents and has intimated the lender of our Subsidiary, as applicable for undertaking activities relating to the Issue and
consequent actions, inter alia including, change in the capital structure, changes in composition of the Board and amendments
to the Articles of Association and Memorandum of Association, of our Company.
350SECTION VI: LEGAL AND OTHER INFORMATION
OUTSTANDING LITIGATION AND MATERIAL DEVELOPMENTS
Except as disclosed in this section, as on the date of this Red Herring Prospectus, there are no outstanding (i) criminal
proceedings (including matters which are at FIR stage even if no cognizance has been taken by any court) involving our
Company, its Directors, its Subsidiary and the Promoter (“Relevant Parties”); (ii) actions (including all penalties and show
cause notices) taken by statutory or regulatory authorities against the Relevant Parties; (iii) tax matters involving the Relevant
Parties regarding claims related to direct and indirect taxes; and (iv) other pending litigation (including arbitration
proceedings) involving the Relevant Parties as determined to be material by our Board as per the Materiality Policy in
accordance with the SEBI ICDR Regulations. There are no disciplinary actions including penalties imposed by the SEBI or
Stock Exchanges against our Promoter in the last five Financial Years, including any outstanding action. Further, there are no
findings/observations of any of the inspections by SEBI or any other regulator involving our Company which are material, and
which need to be disclosed or non-disclosure of which may have bearing on the investment decision, other than the ones which
have already disclosed in the offer document. Additionally, except as disclosed in this section, there are no outstanding criminal
proceedings and outstanding actions by regulatory and statutory authorities against our KMPs and SMPs.
For the purpose of identification of pending material litigation in (iv) above, our Board has considered and adopted the policy
on materiality with regard to outstanding litigation involving the Relevant Parties to be disclosed by our Company in this Red
Herring Prospectus pursuant to the Board resolution dated July 7, 2025.
In accordance with the Materiality Policy, all outstanding litigation involving the Relevant Parties (other than the Promoters)
which exceeds an amount equivalent to ₹ 9.65 million, being the amount equivalent to 5.00% of average of absolute value of
profit/loss after tax of our Company based on the last three financial years as per the Restated Consolidated Summary
Statements, would be considered ‘material’. Further, any outstanding litigation involving our Promoter which exceeds an
amount equivalent to ₹ 217.28 million, being 5.00% of average of absolute value of profit/loss after tax based on last three
audited consolidated financial statements of our Promoter, would be considered ‘material’. In case of pending civil litigation
proceedings involving the Relevant Parties wherein the monetary amount involved is not quantifiable, such litigation has been
considered ‘material’ only in the event that the outcome of such litigation has a material adverse bearing on the business,
operations, performance, prospectus, reputation, results of operations or cash flows of our Company. This will also include
civil litigations where the decision in one case is likely to affect the decision in similar cases even though the amount involved
in an individual litigation may not exceed the amount equivalent to 5.00% of average of absolute value of profit/loss after tax
of our Company based on the latest Restated Consolidated Summary Statements.
For the purposes of this section, pre-litigation notices received by the Relevant Parties (excluding such notices issued by
statutory/ regulatory/ governmental /judicial/ taxation authorities, or notices threatening any criminal action, as applicable)
shall not be considered material and/ or have not been disclosed until litigation proceedings are initiated before a judicial or
arbitral forum, unless otherwise decided by the Board of Directors. Further, FIRs (whether cognizance has been taken or not)
initiated against the Relevant Parties shall be disclosed.
Furthermore, in accordance with the Materiality Policy, there is no pending litigation involving our Group Companies, the
adverse outcome of which may have a material impact on our Company.
For the purpose of disclosure of outstanding dues to creditors, our Board in its meeting held on July 7, 2025 has considered
and adopted a policy of materiality for identification of material outstanding dues to creditors. Except as stated in this section,
there are no outstanding material dues to creditors of our Company. In terms of this Materiality Policy, outstanding dues to
any creditor (on the basis of trade payables) of our Company having a monetary value which exceeds 5.00 % of the total trade
payables of our Company as of March 31, 2025, shall be considered as ‘material’. Accordingly, as on March 31, 2025, any
outstanding dues exceeding ₹ 19.06 million have been considered as material outstanding dues for the purposes of identification
of material creditors and related information in this section. We have disclosed matters relating to direct and indirect taxes
involving the Relevant Parties (as applicable) in a consolidated manner giving details of number of cases and total amount
involved in such claims and details of such matters wherein the amount involved exceeds the materiality threshold specified
above.
Further, for outstanding dues to any party with is a micro, small or medium enterprise, the disclosure is based on information
available with our Company regarding status of the creditors under Section 2 of the Micro, Small and Medium Enterprises
Development Act, 2006, as amended read with the rules and notifications thereunder, as has been relied upon by the Statutory
Auditor.
All terms defined in a particular litigation disclosure below correspond to that particular litigation only.
Litigation involving our Company
Litigation against our Company
351Criminal Litigation
As of the date of this Red Herring Prospectus, there are no outstanding criminal litigations against our Company.
Material Civil Litigation
As of the date of this Red Herring Prospectus, there are no material outstanding civil litigations against our Company.
Actions taken by Regulatory and Statutory Authorities
Nil
Litigation by our Company
Criminal Litigation
1. Our Company has filed a first information report under Sections 406, 408, 420 and 34 of the Indian Penal Code, 1860
(“IPC”) with the Mandi Police Station, Karnataka, against Manikandan, Director of Sales, Grand Mercure, Mysore
(“Accused 1”) and Murugesh, Operations Head, PNT Hospitality Service (“Accused 2”). Accused 2, one of the clients
of our Company, owed a total of approximately ₹ 2.11 million to our Company. Our Company has alleged that the
Accused 1 and 2 have misappropriated the funds of the Grand Mercure Mysore by making payments into the personal
account of Accused 1. An amount of approximately ₹1.14 million is currently outstanding from Accused 1. This matter
is currently pending.
Material Civil Litigation
As of the date of this Red Herring Prospectus, there are no material outstanding civil litigations instituted by our Company.
Litigation involving our Subsidiary
Litigation against our Subsidiary
Criminal Litigation
As of the date of this Red Herring Prospectus, there are no outstanding criminal litigations against our Subsidiary.
Material Civil Litigation
As of the date of this Red Herring Prospectus, there are no material outstanding civil litigations against our Subsidiary.
Actions taken by Regulatory and Statutory Authorities
As of the date of this Red Herring Prospectus, there are no pending actions by regulatory and statutory authorities against our
Subsidiary.
Litigation by our Subsidiary
Criminal Litigation
As of the date of this Red Herring Prospectus, there are no outstanding criminal litigation instituted by our Subsidiary.
Material Civil Litigation
As of the date of this Red Herring Prospectus, there are no material outstanding civil litigations instituted by our Subsidiary.
Litigation involving our Promoter
Litigation against our Promoter
Criminal Litigation
1. Suraapana Brewing LLP (“Complainant”) filed a criminal complaint under sections 120B, 149, 393, 406, 411, 424,
426, 427, 441 and 447 of the IPC before the 4th Additional Chief Metropolitan Magistrate against BEL and some of
the Directors of our Company, including Amar Shivram Mysore, Nirupa Shankar and Bijou Kurien (collectively,
“Accused”). The Complainant operates a bar and restaurant under lease on premises of the Accused. The Complainant
has alleged that, the Accused, on non-payment of rent, had threatened the Complainant with prevention of operation
of the bar and restaurant on their premises, followed by forcefully entering the bar and restaurant premises and
damaging the stock in trade, furniture, equipment and machinery leading to damages approximating ₹ 40.00 million.
352The Accused subsequently enacted a claim before the Arbitration and Conciliation Centre at Bengaluru, Karnataka,
for non-payment of rent by the Complainant, aggregating to an amount of ₹115.49 million, against which the
Complainant has filed a counterclaim of ₹ 45.00 million, citing alleged damages caused by the Accused to their stock
in trade, equipment and rented premises. Both the criminal complaint and the arbitration proceedings are currently
pending.
2. The Karnataka State Pollution Control Board (“KSPCB”) initiated proceedings under Section 44 of the Water
(Prevention and Control of Pollution) Act of 1974 read with Section 190(1)(b) of the CrPC against BEL (“Accused”)
for improper treatment of sewage effluent and reuse of the treated water at its property, Brigade Sparkle. After
complaints from residents, KSPCB issued notices dated March 17, 2018, for deviations in sewage treatment procedure,
leading to joint inspection by the Regional Senior Environmental Officer on March 12, 2021. The inspection concluded
that BEL had not complied with directions of the personal hearing dated October 19, 2020, on treatment procedure at
the Sewage Treatment Plant and improperly utilized the treated effluent. The Accused subsequently filed a petition
dated November 13, 2024 through its Executive Chairman, M R Jaishankar, for quashing of the complaint before the
Hon’ble Karnataka High Court, for which an order to stay the proceedings initiated by the KSPCB against the
petitioner till the next date of hearing was obtained. The matter is currently pending.
Material Civil Litigation
1. C P Mathew (“Appellant”) filed an appeal before the National Consumer Disputes Redressal Commission
(“NCDRC”) against BEL (“Respondent”) against order dated September 03, 2022, from the Karnataka State
Consumer Disputes Redressal Commission (“KSCDRC”). The Appellant alleges that the Respondent had erected a
sewage treatment plant below the flat purchased by the Appellant causing heavy noise and foul smell. The KSDRC
dismissed the complaint claiming relief of ₹ 9.80 million, leading to the appeal. The matter is at the stage of final
arguments at the NCDRC, and is currently pending.
2. K R Choudhary, S Venugopal Naidu, P Panduranga Rao and six others (collectively, “Claimants”) initiated arbitration
proceedings before an Arbitral Tribunal against BEL (“Respondent”) for specific performance or compensation in
relation to a Joint Development Agreement and General Power of Attorney executed between the parties in dated
March 23, 2011. The Claimant asserts that the Respondent failed to meet their obligations as per these agreements and
established hurdles and delays in progress of property development, while the Respondent asserts that the Claimant
suppressed material information on the development including incumbent litigation and delayed payments. The
Claimant has claimed relief of ₹ 926.31 million, while the Respondent has filed a counter claim of ₹ 1,626.85 million.
The arbitral award is yet to be pronounced and the matter is currently pending.
3. Anil Kumar Virmani and 89 other parties (collectively, “Complainants”) filed a class action law suit against BEL
(“Opposite Party”) before the National Consumer Disputes Redressal Commission under Section 35(1)(c) of the
Consumer Protection Act, 2019, alleging non-performance of the obligations for the agreement to sell entered into by
the Opposite Party and all 90 Complainants with regards to the Brigade Lakefront property including failure to allot
the purchased property, inordinate delays and failure to provide safety and occupancy certifications as necessary. The
individual claim amounts aggregated approximately to ₹ 660.00 million. The Opposite Party has filed an interim
application seeking permission to file an amended reply to the complaint, which is pending hearing before the National
Consumer Disputes Redressal Commission. The matter is currently pending.
Actions taken by Regulatory and Statutory Authorities
1. Keerthan Andrade (“Complainant”) filed an individual complaint before the Karnataka Real Estate Regulatory Authority
(“RERA”) against BEL (“Respondent”) for delay in handing over possession of purchased property at Brigade Panorama.
As per purchase agreement dated November 25, 2015, the Complainant was set to receive possession on December 31,
2017, and has thereby sought relief of execution of the sale deed with delayed interest of 21% per annum. Objections are
yet to be filed by the Respondent, and the matter is currently pending.
2. Nasareenbanu Yaligar (“Complainant”) filed an individual complaint before the Karnataka Real Estate Regulatory
Authority (“RERA”) against BEL (“Respondent”) for failure to remove chimney from bedroom wall of the Complainant’s
purchased property. The complaint pertains to property purchased at Brigade Seven Gardens and alleges that the
Respondent has refused to make changes to the property as requested by the Complainant despite detriment to their living
conditions. Objections are yet to be filed by the Respondent, and the matter is currently pending.
3. Dr. James Laughton and Poornima Laughton (collectively, the “Complainants”) filed an individual complaint before the
Karnataka Real Estate Regulatory Authority (“RERA”) against BEL (“Respondent”), in relation to the Brigade
Atmosphere property, for invalid Partial Occupancy Certificate, delay in possession, improper maintenance and tax charges
and lack of Occupancy Certificate for constructed clubhouse. The Complainants seek to receive rectified Occupancy
Certificate, removal of maintenance charges, compensation for delayed handover as well as legalisation of the clubhouse
on the property. The matter is currently pending.
3534. Pradeep Menon and Bindu Nair A K (collectively, the “Complainants”) filed an individual complaint before the Karnataka
Real Estate Regulatory Authority (“RERA”) against BEL (“Respondent”), in relation to the Brigade Atmosphere property,
for suppression of litigation pertaining to land upon which Brigade Atmosphere was built. The Complainant alleges that
the Respondent did not disclose the contested ownership of the land during purchase of villa on the property, in
contravention to Section 4(L)(A) of the Real Estate (Regulation and Development) Act of 2016. The Complainant seeks
to revoke the registration of the Respondent as a promoter and blacklist them as a builder as per Section 7(B)(C) of the
Real Estate (Regulation and Development) Act of 2016. The matter is currently pending.
5. S Geethakrishnan (“Complainant”) filed an individual complaint before the Tamil Nadu Real Estate Regulatory Authority
(“RERA”) against BEL (“Respondent”), in relation to the Brigade Xanadu property, for returning less than 90% of the
booking amount of the purchased flat as per Clause 8(3) of the Application for Allotment of the flat. The Complainant
alleges that after cancellation of the flat within 30 days as per the clause, the Respondent deducted a sum of ₹ 0.35 million
in addition to the 10% of the booking amount. The matter is currently pending.
6. E Krishnaveni (“Complainant”) filed an individual complaint before the Tamil Nadu Real Estate Regulatory Authority
(“RERA”) against BEL (“Respondent”), in relation to Brigade Xanadu property, for high cancellation fee and refund of
payments made in regard to purchase of an apartment. The Complainant alleges that after initial payment of consideration
for change in purchased property from Project Aspiro to Project Bonito of Brigade Xanadu, the Respondent served the
Complainant with notice of termination of the initial Agreement and overtly high cancellation charges. The Complainant
seeks to continue termination of the purchase as well as refund of payments made in this regard and ₹ 1.00 million for
mental agony of the Complainant. The Respondent has filed a counter-claim and the matter has been adjourned for a later
date, with it being currently pending.
7. BEL (“Respondent”) filed an appeal before the Telangana Real Estate Appellate Tribunal against Shri Praveen Kumar
Pulluri (“Complainant”), in relation to Brigade Citadel, in pursuance to order dated October 17, 2023 by the Telangana
State Real Estate Regulatory Authority (“RERA”) arising from complaint filed by the Complainant in 2021. The
Respondent cancelled the Agreement of Sale for an apartment between the parties by virtue of the Complainant refusing
the sign the agreement or make timely payments. The impugned RERA order asserted that certain clauses of the Agreement
of Sale between the parties was not in accordance with the Model Form of Agreement of Sale outlined in the Real Estate
(Regulation and Development) Act of 2016, and hence the cancellation was not appropriate, giving rise to the present
appeal. The matter is currently pending.
8. Malka Irani and Behram Irani (collectively, “Complainants”) filed an individual complaint before the Karnataka Real
Estate Regulatory Authority (“RERA”) against BEL (“Respondent”), in relation to Brigade Atmosphere for breach of
Agreement of Sale and contravention of the Real Estate (Regulation and Development) Act of 2016. The Complainant
alleges that in pursuance to a sale deed executed between the parties on July 28, 2021, the Respondent attempted to
constrain the Complainants into signing incorrect sale declarations and sanction plans and provided an only a partial
occupancy certificate. The Complainants further assert that disclosures in relation incumbent litigation upon the property
were not made and that they have been excluded from allotment discussions for handover and possession of the purchased
property. The matter is currently pending.
9. Rohan Sequeira and Joyes Saritha Tauro (collectively, “Complainants”) filed a complaint before the Karnataka Real Estate
Regulatory Authority (“RERA”) against BEL (“Respondent”) in relation to Brigade Northridge Neo. The Complainants
alleged that the Respondent has improperly constructed and developed converted lands on property bearing Survey No. 94
in Tirumenahalli Village and Survey No. 108/2 in Kogilu Village of Yelahanka Hobli, Bangalore North, measuring 6 acres
and 25.97 guntas into the property named Brigade Northridge. The Complainants thereby assert that the plots thereby sold
in the property possess two different deeds of declaration and associations for the same property, with no clear ambit of
administration. The Complainants have thereby prayed for the Respondent to provide common amenities ownership
equally amongst the owners of plots in the property within one plan. The matter is currently pending.
Disciplinary action
There are no disciplinary actions including penalty imposed by SEBI or Stock Exchanges against our Promoter in the last five
financial years including outstanding actions.
Litigation by our Promoter
Criminal Litigation
1. BEL (“Complainant”) has filed a criminal complaint under Section 200 of the Code of Criminal Procedure, 1973
(“CrPC”) and Section 138 of the Negotiable Instruments Act of 1891 before the 34th Additional Chief Metropolitan
Magistrate at Bengaluru, Karnataka, against Smaaash Leisure Limited and its directors (collectively, “Accused”) for
default in payment of rent and dishonour of cheques issued for this purpose. The Accused, having occupied premises
of the Complainant on rent, issued four cheques for rent payment in December 2019 aggregating amount of ₹ 19.60
354million, which were all dishonored by insufficient balance or being halted by the drawer. The matter is currently
pending.
Material Civil Litigation
1. The State of Karnataka and Bruhat Bengaluru Mahanagara Palike (collectively “Respondents”) issued demand notices
against BEL (“Petitioner”) dated September 25, 2017 and August 10, 2021 aggregating ₹ 922.15 million and revised
demand notice dated December 21, 2023 aggregating ₹ 541.81 million. The Petitioner filed a Writ Petition before the
High Court of Karnataka challenging notifications dated January 31, 2009 and March 09, 2016, as per Rule 3(v) of the
BBMP Property Tax Rules of 2009 and the consequent demand notices dated September 25, 2017 and August 10,
2021 issued in this regard, which place the Star Hotels property of the Petitioner within erroneous categorization in
contravention to the Bruhat Bengaluru Mahanagara Palike Property Tax Rules, 2009. The matter is currently pending.
2. BEL (“Claimant”) initiated arbitration proceedings before the Arbitral Tribunal at Chennai against R Sreedher
(“Respondent”) for specific performance of a Joint Development Agreement engaged by both parties dated September
05, 2010. The Claimants assert that the Respondent entered into a Memorandum of Understanding materially in
contravention to their obligations as per the Joint Development Agreement, while also setting hurdles to progress of
the agreement without meeting their obligations with regard to site visits, development plan preparation and site plan
approval. The award was passed in favour of the Claimant on June 26, 2023 and has been appealed by the Respondent
under Section 34 of the Arbitration and Conciliation Act of 1996 before the Hon’ble Madras High Court. The Madras
High Court has suggested the possibility of a settlement between the parties, with the terms currently under process.
The matter is currently pending.
3. BEL (“Petitioner”) filed a special leave petition (“SLP”) before the Supreme Court against the Union of India (“First
Respondent”), the Reserve Bank of India (“Second Respondent”), The Lakshmi Vilas Bank Limited (“Third
Respondent”), DBS Bank India Limited (“Fourth Respondent), IDBI Trusteeship Services Limited, Securities and
Exchange Board of India and the National Securities Depositories Limited (through its director) (collectively,
“Respondents”) against an order from the High Court of Judicature at Madras dated April 26, 2024 (“Impugned
Order”). The Petitioner had invested in unsecured redeemable non-convertible redeemable bonds issued by the Third
Respondent which were written-off pursuant to a scheme of amalgamation proposed by the Second Respondent and
approved by the First Respondent for the amalgamation of the Third Respondent with the Fourth Respondent to
maintain its financial standing, and in accordance with Section 45 of the Banking Regulations Act, 1949 (“Impugned
Amalgamation”). The Petitioner approached the Hon’ble Madras High Court seeking the quashing of the Impugned
Amalgamation on the contention that the bonds, and its shares, were written off without any payment. The Hon’ble
Madras High Court passed the Impugned Order upholding the Impugned Amalgamation and its non-interference
thereof. The Petitioner, through the SLP asserts that the Impugned Order placed overt discretion in the hands of the
Second Respondent, while also improperly ordering amalgamation of the other Respondents without due consideration
of proposals and provisions of law. The matter is currently pending.
4. Manjula H (“Plaintiff”) filed a plaint under Order VII Rule 1 of the Code of Civil Procedure, 1908 before the Principal
Senior Civil Judge, Bengaluru, against BEL and 12 others (collectively, “Defendants”) alleging that the Defendants
have colluded to alienate property measuring 3 acres and 29.5 guntas located at Chikkabidarakallu Village, Bengaluru
North. The Plaintiff has alleged that the Defendants have fraudulently executed a joint development agreement, and
subsequently a general power of attorney produced before the Sub-Registrar of Rajajinagar, both dated August 28,
2024, for the development of ‘residential apartment buildings’ without true right, title or interest in the property. In
conjunction with this suit, the Plaintiff has also filed a representation dated March 15, 2025 before the Sub-Registrar’s
Office, Rajajinagar, for cancellation of the joint development agreement among the Defendants. The matter is currently
pending.
Litigation involving our Directors
Litigation against our Directors
Criminal Litigation
For details on criminal proceedings involving our Directors, specifically Nirupa Shankar, Amar Shivram Mysore and Bijou
Kurien, please see “-Litigation involving our Promoter – Litigation against our Promoter – Criminal Proceedings – 1.” on page
352.
Material Civil Litigation
As of the date of this Red Herring Prospectus, there are no material outstanding civil litigations against our Directors.
Actions taken by Regulatory and Statutory Authorities
355As of the date of this Red Herring Prospectus, there are no pending actions by regulatory and statutory authorities against our
Directors.
Litigation by our Directors
Criminal Litigation
As of the date of this Red Herring Prospectus, there are no outstanding criminal litigation instituted by our Directors.
Material Civil Litigation
As of the date of this Red Herring Prospectus, there are no material outstanding civil litigations instituted by our Directors.
Claims related to tax matters
Except as disclosed below, there are no claims related to tax matters involving the Relevant Parties:
Nature of case Number of cases Amount involved (₹ in million)(1)
Company
Direct tax 2 23.60
Indirect tax 8 70.01
Property tax 1 287.40
Subsidiary
Direct tax 2 3.10
Indirect tax Nil Nil
Promoter
Direct tax 6 111.40
Indirect tax 13 449.04
Directors
Direct tax Nil Nil
Indirect tax Nil Nil
(1) To the extent ascertainable and quantifiable
Description of tax matters exceeding the Materiality Threshold
Material tax litigation involving our Company
1. Bruhat Bengaluru Mahanagara Palike (“BBMP”) issued a demand notice dated August 10, 2021 (“Notice I”) to our
Promoter seeking inter alia payment of property tax amounting to ₹ 922.16 million, along with interest at the rate of 2.00%
per annum and a penalty amounting to ₹ 636.78 million, in respect of Sheraton Grand hotel at Brigade Gateway, Bengaluru,
Karnataka, for the period from Fiscal 2012 to Fiscal 2022. Notice I was challenged by filing a writ petition against BBMP
before the High Court of Karnataka, submitting inter alia that the alleged tax payable under the Notice I was based on an
incorrect and erroneous measurement of the property which does not align with the occupancy certificate dated February
9, 2011. As on date, our Company has paid approximately ₹ 409.27 million to the BBMP under protest during the pendency
of the writ petition. While the demand notice and subsequent writ petitions include our Promoter as the party, the liabilities
arising out of demand notices and petitions are fulfilled by our Company pursuant to a Scheme of Arrangement entered
into by our Company, our Promoter and our Group Company Brigade Hospitality Services Limited, among others. For
more details, please refer to “History and Certain Corporation Matters – Details regarding material acquisitions or
divestments of business/undertakings, mergers, amalgamations, etc. since the date of our incorporation – Scheme of
Arrangement” on page 225.
BBMP subsequently issued a revised demand notice dated December 21, 2023 (“Notice II”) to our Promoter seeking inter
alia payment of property tax amounting to ₹ 501.04 million including an interest rate of 2% per month in respect of our
Brigade Gateway property at Bengaluru, Karnataka, for the period from Assessment Year 2011-12 to Assessment Year
2020-21. Our Promoter challenged the Notice II through a writ petition against the State of Karnataka, BBMP, the Joint
356Commissioner and the Assistant Revenue Officer (“Respondents”) on the grounds of incorrect calculation of the property
tax which does not accurately measure the property or consider the order of the Hon’ble Karnataka High Court dated
October 17, 2012, requiring payment of only 50% of the property tax for the impugned property.
Further, BBMP instituted a one-time settlement (“OTS”) scheme for property tax payment vide Gazette Notification dated
February 28, 2024, accommodating levy of penalty one time as against double penalty as provided in the BBMP Act,
2020. BBMP issued a demand notice dated July 6, 2024 for an amount of ₹ 124.05 million under the OTS scheme without
a year-wise breakdown of the aggregate demand amount. The scheme was thereby availed by our Company vide cheque
dated July 24, 2024, for an amount of ₹ 8.28 million under protest and without prejudice to the right to dispute the demand
notices. Our Company further made a payment of ₹ 41.51 million through the OTS scheme through demand draft dated
July 30, 2024, under protest and without prejudice to the right to dispute these demand notices, aggregating OTS payment
of ₹ 49.79 million made by our Company. The matter is currently pending.
2. Our Company (“Appellants”) filed a Memorandum of Appeal before the Commissioner of Central Tax (Appeals)
(“CIT(A)”) against the Assistant Commissioner of Central Tax (“Respondent”) for disparity in Input Tax Credits availed.
The Respondent issued a show cause notice dated March 18, 2022 to pay ineligible Input Tax Credits amounting to ₹ 18.69
million availed on Goods and Services Tax (“GST”) alongside penalty of 10% in keeping with Section 50(3) of the Central
Goods and Services Tax Act of 2017. The Appellant filed a response in contestation dated June 9, 2022 and was heard by
the Respondent on October 27, 2023, leading to an order confirming the ITC demand as well as interest of 10% aggregating
₹ 20.56 million, giving rise to this appeal. The Appellants thereby filed an appeal before the CIT(A) at Bengaluru,
Karnataka, for setting aside of the order. The matter is currently pending.
3. Our Company (“Appellant”) filed an appeal before the Commissioner of Income Tax (Appeals) (“CIT(A)”) against the
Assistant Commissioner of Income Tax (“Respondent”) for variation in increase in profit or decrease in loss as per Income
Computation Disclosure Standards under Section 145(2) of the Income Tax Act. The Appellant filed a response to the
show cause notice dated December 16, 2022, detailing no deviation or inconsistency and subsequently filing an intimation
notice under Section 143(1) dated March 2, 2023 for adjustments. The Respondent thereby asserted a net effect of ₹ 80.35
million was in deviance and thereby taxable to ₹ 23.40 million, giving rise to this appeal. Our Company has submitted a
reply dated October 7, 2024 before the CIT(A). The matter is currently pending.
Material tax litigation involving our Subsidiary
As of the date of this Red Herring Prospectus, there are no material outstanding tax litigations involving our Subsidiary.
Material tax litigation involving our Promoter
Nil
Material tax litigation involving our Directors
As on the date of this Red Herring Prospectus, there are no material outstanding tax litigations involving our Directors.
Litigation involving our Key Managerial Personnel
Outstanding criminal proceedings involving our Key Managerial Personnel
Criminal proceedings initiated against our Key Managerial Personnel
Except a disclosed under “Litigation against our Directors – Criminal Litigation” on page 355, there are no criminal
proceedings initiated against our Key Managerial Personnel.
Criminal proceedings initiated by our Key Managerial Personnel
Nil
Pending action by statutory or regulatory authorities against our Key Managerial Personnel
Nil
Litigation involving our Senior Management Personnel
Outstanding criminal proceedings involving our Senior Management Personnel
Criminal proceedings initiated against our Senior Management
Nil
Criminal proceedings initiated by our Senior Management
357Nil
Pending action by statutory or regulatory authorities against our Senior Management
Nil
Litigation involving our Group Companies
As of the date of this Red Herring Prospectus, our Group Companies are not party to any pending litigations that would have a
material impact on our Company.
Outstanding dues to creditors
As of March 31, 2025, our Company has 939 creditors, and the aggregate outstanding dues to these creditors by our Company
are ₹ 381.20 million. Further, our Company owes an amount of ₹ 27.40 million to micro, small and medium enterprises as
defined under the Micro, Small and Medium Enterprises Development Act, 2006.
As per the Materiality Policy, creditors of our Company to whom an amount having a monetary value exceeding 5.00% of our
total trade payables as of March 31, 2025, based on the latest Restated Consolidated Summary Statements was outstanding,
shall be considered ‘material’ creditors. Our total trade payables as of March 31, 2025 were ₹ 381.20 million and accordingly,
creditors to whom outstanding dues as of March 31, 2025 exceed ₹ 19.06 million have been considered as material creditors
for the purposes of disclosure in this Red Herring Prospectus.
Based on this criteria, details of outstanding dues owed as of March 31, 2025, by our Company, on a consolidated basis are set
out below:
Type of creditors Number of creditors Amount involved (₹ in million)
Material creditors Nil Nil
Micro, small and medium enterprises 245 27.40
Other creditors 694 353.80*
Total 939 381.20
* This includes unbilled and not due amount of ₹ 197.90 million.
Details of outstanding overdues towards our material creditors along with names and amounts involved for each such material
creditor will be available on the website of our Company at https://bhvl.in/outstanding-dues-to-creditors/.
Material Developments
Except as disclosed in “Management’s Discussion and Analysis of Financial Condition and Results of Operations – Significant
Developments After March 31, 2025 that may affect our future Results of Operations” on page 345 and as otherwise disclosed
in this Red Herring Prospectus, there have not arisen, since the date of the last financial information disclosed in this Red
Herring Prospectus, any circumstances which materially and adversely affect, or are likely to affect, on a standalone or
consolidated basis, our operations, our profitability, our trading or the value of our consolidated assets or our ability to pay our
liabilities within the next 12 months from the date of this Red Herring Prospectus.
358GOVERNMENT AND OTHER APPROVALS
We have set out below a list of material approvals, consents, licenses, registrations and permits from relevant governmental
and regulatory authorities under applicable rules and regulations required to be obtained by our Company and our Subsidiary,
which are considered material and necessary for the purpose of carrying out our business activities and operations and to
undertake the Issue (“Material Approvals”). In addition, certain of our Material Approvals may have lapsed or expired or may
lapse in their normal course and our Company and/or Subsidiary have either already made applications to the appropriate
authorities for renewal of such Material Approvals or are in the process of making such renewal applications in accordance
with applicable requirements and procedures. Unless otherwise stated, Material Approvals as set out below, are valid as on
date of this Red Herring Prospectus.
For details of risk associated with not obtaining or delay in obtaining the requisite approvals, see “Risk Factors – 33. In the
event we fail to obtain, maintain or renew our statutory and regulatory licenses, permits and approvals required to operate our
business, including in respect of which we have made relevant applications that are currently pending, including due to any
default on the part of the owners of the properties we lease and manage, our business and results of operations may be adversely
affected.” on page 55. For further details in connection with the regulatory and legal framework within which we operate, see
“Key Regulations and Policies” beginning on page 216.
I. Material Approvals in relation to our Company and our Material Subsidiary
A. Incorporation details of our Company and our Material Subsidiary
For the incorporation details of our Company and our Material Subsidiary, see “History and Certain Corporate Matters
– Brief history of our Company” and “History and Certain Corporate Matters – Our Subsidiary” on pages 222 and 226,
respectively.
B. Approvals in relation to the Issue
For details of regarding the approvals and authorizations obtained by our Company in relation to the Issue, see “Other
Regulatory and Statutory Disclosures – Authority for the Issue” and “The Issue” on pages 366 and 81 respectively.
C. Approvals from taxation authorities
1. The permanent account number AAGCB8612G of our Company issued by the Income Tax Department under the
IT Act.
2. The permanent account number AAGCP8326B of our Material Subsidiary issued by the Income Tax Department
under the IT Act.
3. The tax deduction account number BLRB14002C issued by the Income Tax Department to our Company.
4. The tax deduction account number CHEP14117F issued by the Income Tax Department to our Material Subsidiary.
5. Certificate of the import export code AAGCB8612G issued by the Director General of Foreign Trade under the
Foreign Trade (Development and Regulation) Act, 1992 to our Company.
6. GST registration numbers obtained by our Company and our Material Subsidiary for GST payments under the
central and state goods and services tax legislations.
7. Professional tax registrations obtained by our Company and our Material Subsidiary under applicable state specific
laws, to enable profession tax payment by our Company and our Material Subsidiary.
D. Labour and employment related approvals
1. Certificates of registration issued to our Company and our Material Subsidiary under the Employees’ Provident
Fund and Miscellaneous Provisions Act, 1952, as amended, with respect to their operating hotels.
2. Certificates of registration issued to our Company and our Material Subsidiary under the Employees’ State
Insurance Act, 1948, as amended, with respect to their operating hotels.
3. Certificates of registration issued to our Company and our Material Subsidiary under the applicable shops and
establishment legislations issued by the ministry or department of labour of the relevant state government.
4. Certificates of registration issued to our Company and our Material Subsidiary under the Contract Labour
359(Regulations and Abolition) Act, 1970, as amended, with respect to their operating hotels.
II. Material Approvals obtained in relation to the business and operations of our Company and Material Subsidiary
As on the date of this Red Herring Prospectus, our Company and our Material Subsidiary have a portfolio of nine
operating hotels. In order to carry out our business and operations, we require approvals, licenses and registrations under
several Central and State-level legislations, rules and regulations. These licenses and approvals include, inter alia, the
following:
1. Trade license from relevant municipal authorities;
2. Registration under the Food Safety and Standards Act, 2006, as amended, for providing food services issued by Food
Safety and Standard Authority of India;
3. Approvals from state pollution control boards;
4. Environmental clearances issued by State Level Impact Assessment Authorities of Karnataka, Kerala, Tamil Nadu
and Gujarat, as applicable;
5. No objection certificates from fire departments and police departments of respective states, as applicable;
6. Approvals obtained for operation of lifts;
7. No-objection certificates from the Airports Authority of India, as applicable; and
8. Authorisation under the Legal Metrology Act, 2009.
Further, in order to continue the day-to-day operation of our hotels, our Company has obtained licenses from the local
municipal corporations, as applicable in the concerned jurisdictions of our hotels. These licenses and registration include,
inter alia, the following:
1. lodging licenses;
2. hotel room licenses;
3. restaurant licenses;
4. bar licenses;
5. liquor licenses;
6. resort licenses;
7. retail licenses; and
8. hotel registrations.
III. Material Approvals applied for but not received
Except as disclosed below, as on the date of this Red Herring Prospectus, there are no Material Approvals which our
Company has applied for, but which have not been received:
1. Authorisation for handling hazardous waste from the Karnataka State Pollution Control Board (“KSPCB”) for Grand
Mercure, Mysuru, Karnataka. The license is contingent upon the consent for operation and no-objection certificate,
which was renewed and obtained by our Company on January 4, 2025. Our Company has thereafter filed an
application dated February 1, 2025 before the KSPCB, which is pending as on the date of this Red Herring
Prospectus; and
2. Liquor license for Holiday Inn, Chennai for Holiday Inn Chennai OMR IT Expressway in Chennai, Tamil Nadu. Our
Company has filed a renewal application before the Prohibition and Excise Department – Tamil Nadu, which is
pending as on the date of this Red Herring Prospectus.
We have not experienced any material instances of Material Approvals being rejected, not received, suspended or
revoked in the last three Fiscals. While there may be such occurrences in the future, the non-receipt of these pending
approvals will not have a material impact on the operations of our Company. For further details, see “Risk Factors – 33.
In the event we fail to obtain, maintain or renew our statutory and regulatory licenses, permits and approvals required
to operate our business, including in respect of which we have made relevant applications that are currently pending,
360including due to any default on the part of the owners of the properties we lease and manage, our business and results
of operations financial conditions and cash flows may be adversely affected” on page 55.
IV. Material Approvals that have expired and renewals are yet to be applied for
As on the date of this Red Herring Prospectus, there are no Material Approvals that have expired and renewals are yet
to be applied.
V. Material Approvals that are required but not obtained or applied for
As on the date of this Red Herring Prospectus, there are no Material Approvals which our Company was required to
obtain but which has not been obtained or applied for.
VI. Intellectual Property
As on the date of this Red Herring Prospectus, our Company does not have any registered or pending trademarks.
Pursuant to the trademark licensing agreement dated September 26, 2024 entered into between BEL, our Promoter and
our Company, consent has been granted to use the “Brigade” logo of our Promoter to conduct our business, as part of
our corporate name, domain name extension and on other corporate material in compliance with terms of the agreement.
For further details, see “History and Certain Corporate Matters - Shareholders’ agreements and other agreements -
Key terms of material agreements” on page 229.
361SECTION VII: OUR GROUP COMPANIES
In terms of the SEBI ICDR Regulations, the term “group companies”, includes (i) such companies (other than the promoters
and subsidiaries) with which there were related party transactions during the period for which financial information is disclosed,
in this Red Herring Prospectus, as covered under the applicable accounting standards and (ii) other companies considered
material by the board of the issuer.
In relation to (i) above, our Board has noted that in accordance with the SEBI ICDR Regulations, Group Companies of our
Company shall include the companies (other than our Promoter, BEL and our Subsidiary, SRP Prosperita Hotel Ventures
Limited) with which there were related party transactions, as per Ind AS 24 Related Party Disclosures read with SEBI ICDR
regulations for the Financial Years ended March 31, 2025, March 31, 2024, and March 31, 2023. (“Relevant Period”).
Further, in relation to (ii) above, pursuant to a Board resolution dated July 7, 2025 for the purposes of disclosure in this Red
Herring Prospectus, such companies that are a part of the Promoter Group (other than our Promoter) and, with which there were
transactions during the most recent financial year, as disclosed in Restated Consolidated Summary Statements, which
individually or in the aggregate, exceed 10% of the total restated revenue of our Company for the most recent completed
financial year, shall also be considered material to be classified as a Group Company.
Accordingly, based on the parameters outlined above, as on the date of this Red Herring Prospectus, our Company has the
following Group Companies:
1. BCV Developers Private Limited;
2. Brigade Flexible Office Spaces Private Limited;
3. Brigade (Gujarat) Projects Private Limited;
4. Brigade Hospitality Services Limited;
5. Brigade Properties Private Limited;
6. Mysore Holdings Private Limited;
7. Perungudi Real Estates Private Limited;
8. SRP Gears Private Limited;
9. Subramanian Engineering Limited; and
10. WTC Trades & Projects Private Limited.
In accordance with the SEBI ICDR Regulations, the financial information based on the audited statements for last three fiscals
and with respect to: (i) reserves (excluding revaluation reserve); (ii) sales; (iii) profit after tax; (iv) earnings per share; (v) diluted
earnings per share; and (vi) net asset value, in relation to our top five Group Companies, (based on market capitalization for
listed/ based on turnover in case of unlisted, as applicable), extracted from their respective audited standalone financial
statements (as applicable) are available on the website of the Company as indicated below.
Our Company has uploaded the financials on its website solely to comply with the requirements specified under the SEBI ICDR
Regulations. Such financial information of the Group Companies and other information provided on the website does not
constitute a part of this Red Herring Prospectus. Anyone placing reliance on any other source of information, would be doing
so at their own risk.
Details of our top five Group Companies
1. Perungudi Real Estates Private Limited (“PREPL”)
Registered Office
The registered office of PREPL is situated at 5/142, Rajiv Gandhi Salai, OMR Road, Perungudi, Palavakkam, Chennai
– 600 096, Tamil Nadu, India.
Financial Information
Certain financial information i.e., (i) reserves (excluding revaluation reserve); (ii) sales; (iii) profit after tax; (iv)
earnings per share; (v) diluted earnings per share; and (vi) net asset value, derived from the financial statements of
PREPL for Fiscals 2025, 2024 and 2023, as required by the SEBI ICDR Regulations, is available on the website of
the Company at https://bhvl.in/group-company-financials/.
2. Brigade Properties Private Limited (“BPPL”)
362Registered Office
The registered office of BPPL is situated at 29th Floor, World Trade Center, Brigade Gateway Campus, 26/1, Dr.
Rajkumar Road, Malleswaram – Rajajinagar, Bengaluru – 560 055, Karnataka, India.
Financial Information
Certain financial information i.e., (i) reserves (excluding revaluation reserve); (ii) sales; (iii) profit after tax; (iv)
earnings per share; (v) diluted earnings per share; and (vi) net asset value, derived from the financial statements of
BPPL for Fiscals 2025, 2024 and 2023, as required by the SEBI ICDR Regulations, is available on its website at
https://www.brigadecosmopolis.com/financials-and-reports.
3. BCV Developers Private Limited (“BDPL”)
Registered Office
The registered office of BDPL is situated at 29th Floor, World Trade Center, Brigade Gateway Campus, 26/1, Dr.
Rajkumar Road, Malleswaram – Rajajinagar, Bengaluru – 560 055, Karnataka, India.
Financial Information
Certain financial information i.e., (i) reserves (excluding revaluation reserve); (ii) sales; (iii) profit after tax; (iv)
earnings per share; (v) diluted earnings per share; and (vi) net asset value, derived from the financial statements of
BDPL for Fiscals 2025, 2024 and 2023, as required by the SEBI ICDR Regulations, is available on the website of the
Company at https://bhvl.in/group-company-financials/.
4. WTC Trades & Projects Private Limited (“WTPPL”)
Registered Office
The registered office of WTPPL is situated at 4th Floor, World Trade Center, Brigade Gateway Campus, 26/1, Dr.
Rajkumar Road, Malleswaram-Rajajinagar, Bengaluru – 560 055, Karnataka, India.
Financial Information
Certain financial information i.e., (i) reserves (excluding revaluation reserve); (ii) sales; (iii) profit after tax; (iv)
earnings per share; (v) diluted earnings per share; and (vi) net asset value, derived from the financial statements of
WTPPL for Fiscals 2025, 2024 and 2023, as required by the SEBI ICDR Regulations, is available on the website of
the Company at https://bhvl.in/group-company-financials/.
5. Brigade Hospitality Services Limited (“BHSL”)
Registered Office
The registered office of BHSL is situated at 29th Floor, World Trade Center, Brigade Gateway Campus, 26/1, Dr.
Rajkumar Road, Malleswaram – Rajajinagar, Bengaluru – 560 055, Karnataka, India.
Financial Information
Certain financial information i.e., (i) reserves (excluding revaluation reserve); (ii) sales; (iii) profit after tax; (iv)
earnings per share; (v) diluted earnings per share; and (vi) net asset value, derived from the financial statements of
BHSL for Fiscals 2025, 2024 and 2023, as required by the SEBI ICDR Regulations, is available on the website of the
Company at https://bhvl.in/group-company-financials/.
Other Group Companies
1. Brigade (Gujarat) Projects Private Limited (“BGPPL”)
Registered Office
The registered office of BGPPL is situated at 29th Floor, World Trade Center, Brigade Gateway Campus, 26/1, Dr.
Rajkumar Road, Malleswaram – Rajajinagar, Bengaluru – 560 055, Karnataka, India.
2. Mysore Holdings Private Limited (“MHPL”)
Registered Office
The registered office of MHPL is situated at Sy no - 14, Pournami, Near Brigade Atmosphere Hosakurbarakunte,
Yeliyur Post, Bangalore Rural, Devanahalli – 562 110, Karnataka, India,
3633. SRP Gears Private Limited (“SRP Gears”)
Registered Office
The registered office of SRP Gears is situated at F 14 Ambattur Industrial Estate, Ambattur, Chennai 58, 600 058,
Tamil Nadu, India
4. Subramanian Engineering Limited (“SEL”)
Registered Office
The registered office of SEL is situated at No. 11, College Lane, Chennai – 600 006, Tamil Nadu, India.
5. Brigade Flexible Office Spaces Private Limited (“BFOS”)
Registered Office
The registered office of BFOS is situated at 29th & 30th Floor, World Trade Center, Brigade Gateway Campus, 26/1,
Dr. Rajkumar Road, Malleswaram – Rajajinagar, Bangalore, Karnataka, India, 560 055.
Nature and extent of interest of our Group Companies
In the promotion of our Company
None of our Group Companies have an interest in the promotion of our Company as on the date of this Red Herring Prospectus.
In the properties acquired by our Company in the past three years before filing this Red Herring Prospectus or proposed to be
acquired by our Company
Except as disclosed below, none of our Group Companies are interested in the properties acquired by our Company in the three
years preceding the date of filing of this Red Herring Prospectus or proposed to be acquired by our Company:
1. Our Company has entered into a memorandum of agreement dated October 21, 2024, read with letter of extension
dated June 16, 2025, with Brigade Hospitality Services Limited to acquire an additional 7.62 acres on an 14.70 acres
land parcel to develop a wellness resort in Vaikom, Kochi. For further details, see “Risk factors – 21. Our Registered
and Corporate Office and some of our hotels are not located on land owned by us and we have only leasehold rights.
In the event we lose or are unable to renew such leasehold rights, our business, financial condition results of operations
and cash flows may be adversely affected.” and “Our Business” on pages 45 and 188, respectively.
In transactions for acquisition of land, construction of building and supply of machinery, etc.
Except as disclosed in "-Nature and extent of interest of our Group Companies - In the properties acquired by our Company in
the past three years before filing this Red Herring Prospectus or proposed to be acquired by our Company" none of our Group
Companies are interested in any transactions for acquisition of land, construction of building or supply of machinery, etc.
entered into by our Company.
Common pursuits among our Group Companies and our Company
Except for Brigade Hospitality Services Limited, which is in the same line of business as our Company, there are no common
pursuits between any of our Group Companies, and Company, as on the date of this Red Herring Prospectus and there is no
conflict of interest, as its business is synergistic with the business of our Company.
Related business transactions within our Group Companies and significance on the financial performance of our
Company
Except the transactions as disclosed in “Other Financial Information – Related Party Transactions” on page 321, there are no
other related business transactions with our Group Companies.
Litigation involving our Group Companies
As on the date of this Red Herring Prospectus, there is no pending litigation involving our Group Companies which will have
a material impact on our Company.
Business interest of our Group Companies
Except as stated in “Other Financial Information – Related Party Transactions” on page 321, none of our Group Companies
have any business interest in our Company.
364Other confirmations
None of our Group Companies or their directors have any conflict of interest with the suppliers of raw materials or third-party
service providers, crucial for operations of our Company.
None of our Group Companies or their directors have any conflict of interest with any lessor of the immovable properties,
crucial for operations of our Company.
None of our Group Companies have any securities listed on any stock exchange. Further, none of our Group Companies has
made any public or rights issue (as defined under the SEBI ICDR Regulations) of securities in the three years preceding the
date of this Red Herring Prospectus.
365SECTION VIII: OTHER REGULATORY AND STATUTORY DISCLOSURES
Authority for the Issue
The Issue has been authorised by our Board pursuant to a resolution passed at its meeting held on October 19, 2024, read with
its resolution dated July 7, 2025 and by our Shareholders pursuant to a special resolution passed at their meeting held on October
21, 2024 in terms of Section 62(1)(c) of the Companies Act.
For details, see “The Issue” beginning on page 81.
Our Board and the Committee of Directors approved the Draft Red Herring Prospectus pursuant to resolutions dated October
28, 2024 and October 30, 2024, respectively. The Board has approved this Red Herring Prospectus pursuant to its resolution
dated July 18, 2025.
In-principle listing approvals
Our Company has received in-principle approvals from BSE and NSE for the listing of the Equity Shares pursuant to their
letters each dated December 30, 2024, respectively.
Prohibition by SEBI or other governmental authorities
Our Company, Promoter, members of our Promoter Group, Directors and the persons in control of our Company and of our
Promoter are not prohibited from accessing the capital markets or debarred from buying, selling or dealing in securities under
any order or direction passed by SEBI or any securities market regulator in any other jurisdiction or any other authority/court.
None of the companies with which our Promoter and Directors are associated with as promoters, directors or persons in control
have been debarred from accessing capital markets under any order or direction passed by SEBI or any other authorities.
Our Company, Promoter or Directors have not been declared as Wilful Defaulters by any bank or financial institution or
consortium thereof in accordance with the guidelines on wilful defaulters issued by the RBI.
Our Directors have not been declared as Fugitive Economic Offenders under Section 12 of the Fugitive Economic Offenders
Act, 2018.
None of our Company, our Promoter or our Directors have been declared as Fraudulent Borrowers.
Directors associated with the securities market
Except Nirupa Shankar, none of our Directors are associated with securities market related business, in any manner and there
have been no outstanding actions initiated by SEBI against our Directors in the five years preceding the date of this Red Herring
Prospectus.
Confirmation under Companies (Significant Beneficial Owners) Rules, 2018
Our Company, Promoter, and members of our Promoter Group, severally and not jointly, confirm that it is in compliance with
the Companies (Significant Beneficial Owners) Rules, 2018, to the extent applicable, as on the date of this Red Herring
Prospectus.
Eligibility for the Issue
Our Company is eligible for the Issue in accordance with Regulation 6(2) of the SEBI ICDR Regulations, which states as
follows:
“An issuer not satisfying the condition stipulated in sub-regulation (1) of the SEBI ICDR Regulations shall be eligible to make
an initial public Issue only if the issue is made through the book-building process and the issuer undertakes to allot at least
seventy-five per cent of the net Issue to qualified institutional buyers and to refund the full subscription money if it fails to do
so.”
We do not satisfy the conditions specified in Regulation 6(1) of the SEBI ICDR Regulations, i.e., requirement for maintaining
not more than 50% of the net tangible assets in monetary assets under Regulation 6(1)(a) of SEBI ICDR Regulations. Therefore,
we are required to meet the conditions detailed in Regulation 6(2) of the SEBI ICDR Regulations.
We are therefore required to allot not less than 75% of the Net Issue to QIBs to meet the conditions as detailed under Regulation
6(2) of the SEBI ICDR Regulations. Provided that in accordance with Regulation 40(3) of the SEBI ICDR Regulations, the
QIB Portion will not be underwritten by the Underwriters, pursuant to the Underwriting Agreement. In the event we fail to allot
not less than 75% of the Net Issue to QIBs, the full application monies shall be refunded to the Bidders, in accordance with the
SEBI ICDR Regulations and other Applicable Laws. Our Company confirms that it is also in compliance with the conditions
366specified in Regulation 7(1) of the SEBI ICDR Regulations, to the extent applicable, and will ensure compliance with the
conditions specified in Regulation 7(2) of the SEBI ICDR Regulations, to the extent applicable.
Further, not more than 15% of the Net Issue shall be available for allocation to Non-Institutional Bidders of which one-third of
the Non-Institutional Portion shall be available for allocation to Bidders with an application size of more than ₹200,000 and up
to ₹1,000,000 and two-thirds of the Non-Institutional Portion shall be available for allocation to Bidders with an application
size of more than ₹1,000,000 provided that under-subscription in either of these two sub-categories of the Non-Institutional
Portion may be allocated to Bidders in the other sub-category of Non-Institutional Portion in accordance with the SEBI ICDR
Regulations, subject to valid Bids being received at or above the Issue Price. Further, not more than 10% of the Net Issue shall
be available for allocation to RIBs in accordance with the SEBI ICDR Regulations, subject to valid Bids being received at or
above the Issue Price. In the event we fail to do so, the full application monies shall be refunded to the Bidders, in accordance
with the SEBI ICDR Regulations.
Further, our Company confirms that it is not ineligible to make the Issue in terms of Regulation 5 of the SEBI ICDR Regulations,
to the extent applicable. Our Company is in compliance with the conditions specified in Regulations 5 and 7(1), to the extent
applicable, of the SEBI ICDR Regulations and will ensure compliance with the conditions specified in Regulation 7(2) of the
SEBI ICDR Regulations, to the extent applicable.
The status of compliance of our Company with the conditions as specified under Regulations 5 and 7(1) of the SEBI ICDR
Regulations is as follows:
(i) Our Company, our Promoter, members of our Promoter Group and our Directors are not debarred from accessing the
capital markets by SEBI;
(ii) The companies with which our Promoter or our Directors are associated as a promoter or director are not debarred
from accessing the capital markets by SEBI;
(iii) Neither our Company, nor our Promoter, or any of our Directors is a Wilful Defaulter or Fraudulent Borrower (as
defined in the SEBI ICDR Regulations);
(iv) None of our Directors has been declared as a Fugitive Economic Offender under Section 12 of the Fugitive Economic
Offenders Act, 2018, and our Promoter is a corporate entity;
(v) There are no outstanding convertible securities of our Company or any other right which would entitle any person with
any option to receive Equity Shares as on the date of filing of this Red Herring Prospectus;
(vi) Our Company along with Registrar to the Issue has entered into tripartite agreements dated December 20, 2018 and
May 22, 2024 with NSDL and CDSL, respectively, for dematerialisation of the Equity Shares;
(vii) The Equity Shares held by our Promoter are in the dematerialised form;
(viii) All the Equity Shares are fully paid-up and there are no partly paid-up Equity Shares as on the date of filing of this
Red Herring Prospectus; and
(ix) There is no requirement for us to make firm arrangements of finance under Regulation 7(1)(e) of the SEBI ICDR
Regulations through verifiable means towards at least 75% of the stated means of finance, excluding the amount to be
raised from the Fresh Issue and existing identifiable accruals.
Further, in terms of Regulation 49(1) of the SEBI ICDR Regulations, our Company shall ensure that the number of Allottees
under the Issue to whom the Equity Shares will be Allotted will be not less than 1,000 and should our Company fail to do so,
the Bid Amounts received by our Company shall be refunded to the Bidders, in accordance with the SEBI ICDR Regulations
and applicable law.
DISCLAIMER CLAUSE OF SEBI
IT IS TO BE DISTINCTLY UNDERSTOOD THAT SUBMISSION OF THE DRAFT RED HERRING PROSPECTUS
TO SECURITIES AND EXCHANGE BOARD OF INDIA (“SEBI”) SHOULD NOT, IN ANY WAY, BE DEEMED OR
CONSTRUED THAT THE SAME HAS BEEN CLEARED OR APPROVED BY SEBI. SEBI DOES NOT TAKE ANY
RESPONSIBILITY EITHER FOR THE FINANCIAL SOUNDNESS OF ANY SCHEME OR THE PROJECT FOR
WHICH THE ISSUE IS PROPOSED TO BE MADE OR FOR THE CORRECTNESS OF THE STATEMENTS MADE
OR OPINIONS EXPRESSED IN THE DRAFT RED HERRING PROSPECTUS. THE BOOK RUNNING LEAD
MANAGERS, BEING JM FINANCIAL LIMITED AND ICICI SECURITIES LIMITED (“BRLMS”), HAVE
CERTIFIED THAT THE DISCLOSURES MADE IN THE DRAFT RED HERRING PROSPECTUS ARE
GENERALLY ADEQUATE AND ARE IN CONFORMITY WITH THE SECURITIES AND EXCHANGE BOARD
OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE REQUIREMENTS) REGULATIONS, 2018, AS AMENDED.
THIS REQUIREMENT IS TO FACILITATE INVESTORS TO TAKE AN INFORMED DECISION FOR MAKING
AN INVESTMENT IN THE PROPOSED ISSUE.
367IT SHOULD ALSO BE CLEARLY UNDERSTOOD THAT WHILE THE COMPANY IS PRIMARILY
RESPONSIBLE FOR THE CORRECTNESS, ADEQUACY AND DISCLOSURE OF ALL RELEVANT
INFORMATION IN THE DRAFT RED HERRING PROSPECTUS, THE BRLMS ARE EXPECTED TO EXERCISE
DUE DILIGENCE TO ENSURE THAT THE COMPANY DISCHARGES ITS RESPONSIBILITIES ADEQUATELY
IN THIS BEHALF AND TOWARDS THIS PURPOSE, THE BRLMs HAVE FURNISHED TO SEBI, A DUE
DILIGENCE CERTIFICATE DATED OCTOBER 30, 2024 IN THE FORMAT PRESCRIBED UNDER SCHEDULE
V(A) OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (ISSUE OF CAPITAL AND DISCLOSURE
REQUIREMENTS) REGULATIONS, 2018, AS AMENDED.
THE FILING OF THE DRAFT RED HERRING PROSPECTUS DOES NOT, HOWEVER, ABSOLVE THE
COMPANY FROM ANY LIABILITIES UNDER THE COMPANIES ACT, 2013, OR FROM THE REQUIREMENT
OF OBTAINING SUCH STATUTORY OR OTHER CLEARANCES AS MAY BE REQUIRED FOR THE PURPOSE
OF THE ISSUE. SEBI FURTHER RESERVES THE RIGHT TO TAKE UP AT ANY POINT OF TIME, WITH THE
BRLMS, ANY IRREGULARITIES OR LAPSES IN THE DRAFT RED HERRING PROSPECTUS.
All legal requirements pertaining to the Issue will be complied with at the time of filing of this Red Herring Prospectus with
the Registrar of Companies in terms of Section 32 of the Companies Act, 2013. All legal requirements pertaining to the Issue
will be complied with at the time of filing of the Prospectus with the Registrar of Companies in terms of Sections 26, 30, 32,
33(1) and 33(2) of the Companies Act, 2013.
Disclaimer from our Company, our Directors and BRLMs
Our Company, our Directors and the BRLMs accept no responsibility for statements made otherwise than in this Red Herring
Prospectus or in the advertisements or any other material issued by or at our instance and anyone placing reliance on any other
source of information, including our Company’s website investors@bhvl.in, or the respective websites of any affiliate of our
Company would be doing so at his or her own risk.
The BRLMs accept no responsibility, save to the limited extent as provided in the Issue Agreement, and as will be provided for
in the Underwriting Agreement to be entered into between the Underwriters and our Company.
All information, to the extent required in relation to the Issue shall be made available by our Company and the BRLMs to the
Bidders and the public at large and no selective or additional information would be made available for a section of the investors
in any manner whatsoever, including at road show presentations, in research or sales reports, at the Bidding Centres or
elsewhere.
Bidders will be required to confirm and will be deemed to have represented to our Company, the Underwriters and their
respective investment managers, directors, partners, designated partners, officers, agents, affiliates, employees and
representatives that they are eligible under all applicable laws, rules, regulations, guidelines and approvals to acquire the Equity
Shares and will not issue, allot, sell, pledge, or transfer the Equity Shares to any person who is not eligible under any applicable
laws, rules, regulations, guidelines and approvals to acquire the Equity Shares. Our Company, the Underwriters and their
respective directors, partners, designated partners, officers, agents, affiliates, employees and representatives accept no
responsibility or liability for advising any investor on whether such investor is eligible to acquire the Equity Shares.
The BRLMs and their respective associates and affiliates in their capacity as principals or agents may engage in transactions
with, and perform services for, our Company, our Subsidiary, our Promoter, members of the Promoter Group and their
respective group companies, their respective affiliates or associates or third parties in the ordinary course of business and have
engaged, or may in the future engage, in commercial banking and investment banking transactions with our Company, our
Subsidiary, the Promoter, members of the Promoter Group and their respective group companies, their respective affiliates or
associates or third parties, for which they have received, and may in the future receive, compensation. As used herein, the term
‘affiliate’ means any person or entity that controls or is controlled by or is under common control with another person or entity.
Bidders are advised to ensure that any Bid from them does not exceed the investment limits or maximum number of Equity
Shares that can be held by them under applicable law.
Disclaimer in respect of jurisdiction
The Issue is being made in India to persons resident in India (who are competent to contract under the Indian Contract Act,
1872, as amended, including Indian nationals resident in India, HUFs, companies, other corporate bodies, scientific institutions
and societies registered under the applicable laws in India and authorised to invest in equity shares, Mutual Funds, VCFs,
FVCIs, AIFs, Indian financial institutions, scheduled commercial banks, regional rural banks, co-operative banks (subject to
RBI permission), or trusts under applicable trust law and who are authorised under their respective constitution to hold and
invest in equity shares, multilateral and bilateral development finance institutions, state industrial development corporations,
insurance companies registered with IRDAI, public financial institutions as specified in Section 2(72) of the Companies Act,
2013, provident funds (subject to applicable law) with minimum corpus of ₹ 250,000 and pension funds registered with the
Pension Fund Regulatory and Development Authority established under sub-section (1) of Section 3 of the Pension Fund
Regulatory and Development Authority Act, 2013, National Investment Fund set up by the GoI through resolution F.
No.2/3/2005-DD-II dated November 23, 2005, insurance funds set up and managed by army, navy or air force of Union of
368India, insurance funds set up and managed by the Department of Posts, GoI, systemically important NBFCs registered with the
RBI) and permitted Non-Resident Indians including Eligible FPIs registered with SEBI and Eligible NRIs, provided that they
are eligible under all applicable laws and regulations to purchase the Equity Shares. This Red Herring Prospectus does not
constitute an Issue to sell or an invitation to subscribe to Equity Shares offered hereby, in any jurisdiction to any person to
whom it is unlawful to make an Issue or invitation in such jurisdiction. Any person into whose possession this Red Herring
Prospectus comes is required to inform himself or herself about, and to observe, any such restrictions. Any dispute arising out
of the Issue will be subject to the jurisdiction of appropriate court(s) in Mumbai only. This Red Herring Prospectus does not
constitute an invitation to subscribe to or purchase Equity Shares in the Issue, in any jurisdiction other than in India to any
person to whom it is unlawful to make an offer or invitation in such jurisdiction. Invitations to subscribe to or purchase the
Equity Shares in the Issue will be made only pursuant to this Red Herring Prospectus if the recipient is in India or the preliminary
offering memorandum for the Issue, which comprises this Red Herring Prospectus and the preliminary international wrap for
the Issue, if the recipient is outside India. No person outside India is eligible to bid for Equity Shares in the Issue unless that
person has received the preliminary offering memorandum for the Issue, which contains the selling restrictions for the Issue
outside India.
No action has been, or will be, taken to permit a public offering in any jurisdiction where action would be required for that
purpose, except that this Red Herring Prospectus has been filed with SEBI for its observations. Accordingly, the Equity Shares
represented hereby may not be offered or sold, directly or indirectly, and this Red Herring Prospectus may not be distributed,
in any jurisdiction, except in accordance with the legal requirements applicable in such jurisdiction. Neither the delivery of this
Red Herring Prospectus nor any Issue or sale hereunder shall, under any circumstances, create any implication that there has
been no change in the affairs of our Company since the date hereof or that the information contained herein is correct as of any
time subsequent to this date.
No person outside India is eligible to Bid for Equity Shares in the Issue unless that person has received the preliminary
offering memorandum for the Issue, which contains the selling restrictions for the Issue outside India.
Eligibility and Transfer Restrictions
The Equity Shares offered in the Issue have not been and will not be registered under the U.S. Securities Act of 1933, as
amended, or any state securities laws in 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, such Equity Shares are being offered and sold outside of the
United States in offshore transactions in reliance on Regulation S under the U.S. Securities Act and the applicable laws of the
jurisdiction where those offers and sales occur.
The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction outside
India and may not be offered or sold, and Bids may not be made by persons in any such jurisdiction, except in compliance
with the applicable laws of such jurisdiction.
Disclaimer Clause of BSE
As required, a copy of the Draft Red Herring Prospectus was submitted to BSE. The disclaimer clause as intimated by BSE to
our Company, post scrutiny of the Draft Red Herring Prospectus, is as set forth below:
“BSE Limited (“the Exchange”) has given vide its letter dated December 30, 2024, permission to this Company to use the
Exchange’s name in this offer document as one of the stock exchanges on which this company’s securities are proposed to be
listed. The Exchange has scrutinized this offer document for its limited internal purpose of deciding on the matter of granting
the aforesaid permission to this Company. The Exchange does not in any manner: -
a) warrant, certify or endorse the correctness or completeness of any of the contents of this offer document; or
b) warrant that this Company’s securities will be listed or will continue to be listed on the Exchange; or
c) take any responsibility for the financial or other soundness of this Company, its promoters, its management or any scheme
or project of this Company
and it should not for any reason be deemed or construed that this offer document has been cleared or approved by the Exchange.
Every person who desires to apply for or otherwise acquires any securities of this Company may do so pursuant to independent
inquiry, investigation and analysis and shall not have any claim against the Exchange whatsoever by reason of any loss which
may be suffered by such person consequent to or in connection with such subscription/acquisition whether by reason of anything
stated or omitted to be stated herein or for any other reason whatsoever.”
Disclaimer Clause of NSE
As required, a copy of the Draft Red Herring Prospectus was submitted to NSE. The disclaimer clause as intimated by NSE to
our Company, post scrutiny of the Draft Red Herring Prospectus, is as set forth below:
“As required, a copy of this Offer Document has been submitted to National Stock Exchange of India Limited (hereinafter
referred to as NSE). NSE has given vide its letter Ref.: NSE/LIST/4814 dated December 30, 2024, permission to the Issuer to
369use the Exchange’s name in this Offer Document as one of the Stock Exchanges on which this Issuer’s securities are proposed
to be listed. The Exchange has scrutinized this draft offer document for its limited internal purpose of deciding on the matter of
granting the aforesaid permission to this Issuer. It is to be distinctly understood that the aforesaid permission given by NSE
should not in any way be deemed or construed that the offer document has been cleared or approved by NSE; nor does it in
any manner warrant, certify or endorse the correctness or completeness of any of the contents of this offer document; nor does
it warrant that this Issuer’s securities will be listed or will continue to be listed on the Exchange; nor does it take any
responsibility for the financial or other soundness of this Issuer, its promoters, its management or any scheme or project of this
Issuer.
Every person who desires to apply for or otherwise acquire any securities of this Issuer may do so pursuant to independent
inquiry, investigation and analysis and shall not have any claim against the Exchange whatsoever by reason of any loss which
may be suffered by such person consequent to or in connection with such subscription /acquisition whether by reason of
anything stated or omitted to be stated herein or any other reason whatsoever.”
Listing
The Equity Shares Allotted through this Red Herring Prospectus and the Prospectus are proposed to be listed on BSE and NSE.
NSE shall be the Designated Stock Exchange with which the Basis of Allotment will be finalised.
Applications will be made to the Stock Exchanges for obtaining permission for listing and trading of the Equity Shares.
If the permission to deal in and for an official quotation of the Equity Shares is not granted by the Stock Exchanges, our
Company shall forthwith repay, without interest, all monies received from the applicants in pursuance of this Red Herring
Prospectus in accordance with applicable law. Our Company shall ensure that all steps for the completion of the necessary
formalities for listing and commencement of trading of Equity Shares at the Stock Exchanges are taken within three Working
Days from the Bid/ Issue Closing Date or such period as may be prescribed by SEBI. If our Company does not allot Equity
Shares pursuant to the Issue within such timeline as prescribed by SEBI, it shall repay without interest all monies received from
Bidders, failing which interest shall be due to be paid to the Bidders at the rate of 15% per annum for the delayed period or
such other rate prescribed by SEBI.
Consents
Consents in writing of each of our Directors, our Company Secretary and Compliance Officer, Legal advisor to the Company
as to Indian Law, Banker(s) to our Company, the BRLMs, the Registrar to the Issue, Crowe Horwath HTL Consultants Private
Limited, Independent Chartered Accountant, statutory auditor of the material subsidiary who will be issuing the SOTB in
relation to the material subsidiary, and independent architect to act in their respective capacities have been obtained and are not
withdrawn as on the date of this Red Herring Prospectus; and consents in writing of the Syndicate Members, Monitoring
Agency, Escrow Collection Bank(s)/Refund Bank(s)/ Public Issue Account/ Sponsor Banks, to act in their respective capacities,
will be obtained and filed along with a copy of this Red Herring Prospectus with the RoC as required under Section 26 and 32
of the Companies Act and such consents shall not be withdrawn up to the time of delivery of this Red Herring Prospectus for
filing with the RoC.
Experts to the Issue
Except as disclosed below, our Company has not obtained any expert opinions:
Our Company has received a written consent dated July 18, 2025 from S.R. Batliboi & Associates LLP, Chartered Accountants,
to include their names as required under Section 26(1) of the Companies Act, 2013 read with SEBI ICDR Regulations, in this
Red Herring Prospectus, and as an “expert” as defined under Section 2(38) of the Companies Act, 2013 to the extent and in
their capacity as our Statutory Auditors, and in respect of their (a) examination report dated July 7, 2025 on the Restated
Consolidated Summary Statements, and (b) report dated July 7, 2025 on statement of special tax benefits in this Red Herring
Prospectus, and such consents have not been withdrawn as on the date of this Red Herring Prospectus. However, the term
“expert” shall not be construed to mean an “expert” as defined under the U.S. Securities Act.
Our Company has received a written consent dated July 7, 2025 from Manian and Rao, Chartered Accountants, holding a valid
peer review certificate from the ICAI, to include their name as required under Section 26 (5) of the Companies Act, 2013 read
with SEBI ICDR Regulations, in this Red Herring Prospectus, and as an “expert” as defined under section 2(38) of the
Companies Act, 2013 to the extent and in respect of the certificates issued by them in their capacity as an independent chartered
accountant to our Company, and such consent has not been withdrawn as on the date of this Red Herring Prospectus. However,
the term “expert” shall not be construed to mean an “expert” as defined under the U.S. Securities Act.
Our Company has received a written consent dated October 28, 2024 from Zecorate Private Limited, the independent architect,
to include their name as required under Section 26(5) of the Companies Act, 2013 read with SEBI ICDR Regulations, in this
Red Herring Prospectus, and as an “expert” as defined under section 2(38) of the Companies Act, 2013, to the extent and in
their capacity as an independent architect in respect of information certified by them, as included in this Red Herring Prospectus
and such consent has not been withdrawn as on the date of this Red Herring Prospectus. However, the term “expert” shall not
370be construed to mean an “expert” as defined under the U.S. Securities Act.
Our Company and our Subsidiary have received a written consent dated July 7, 2025 from the statutory auditor of our
Subsidiary, namely, Brahmayya & Co., Chartered Accountants, holding a valid peer review certificate from the ICAI, to include
their names as required under Section 26(5) of the Companies Act, 2013 read with SEBI ICDR Regulations, in this Red Herring
Prospectus, and as an “expert” as defined under Section 2(38) of the Companies Act, 2013 to the extent and in their capacity as
the statutory auditor for the Subsidiary, and in respect of their statement of special tax benefits available to our Subsidiary dated
July 7, 2025 and such consents have not been withdrawn as on the date of this Red Herring Prospectus. However, the term
“expert” shall not be construed to mean an “expert” as defined under the U.S. Securities Act.
Particulars regarding capital issues by our Company and listed group companies, subsidiaries or associate entities
during the last three years
Other than as disclosed in “Capital Structure” beginning on page 94, our Company has not made any capital issues during the
three years preceding the date of this Red Herring Prospectus.
Our Company does not have any listed subsidiary or listed associate entity or listed group company. Brigade Properties Private
Limited has not made any capital issues in the last three years.
Commission and Brokerage paid on previous issues of the Equity Shares in the last five years
Since this is the initial public Issue of the Equity Shares, no sum has been paid or is payable as commission or brokerage for
subscribing to or procuring or agreeing to procure subscription for any of the Equity Shares for the five years preceding the
date of this Red Herring Prospectus by our Company.
Performance vis-à-vis objects – public/ rights issue of our Company
Our Company has not undertaken any public issue or rights issue in the five years preceding the date of this Red Herring
Prospectus.
Performance vis-à-vis objects – last public/ rights issue of the listed subsidiaries/listed Promoter of our Company
Our Company does not have any listed subsidiaries.
Our Company has a listed Promoter, whose equity shares are listed on the Stock Exchanges. Except as stated below, our
Promoter has not undertaken any public issue or rights issue in the five years preceding the date of this Red Herring Prospectus:
No. Date of issue Nature of issue Stated objects of the issue Status of compliance
with stated objects
1. Nil Nil Nil Nil
Observations by regulatory authorities
There are no findings or observations pursuant to any inspections by SEBI or any other regulatory authority in India which are
material and are required to be disclosed, or the non-disclosure of which may have a bearing on the investment decision of
prospective investors in the Issue. For further details, see “Risk Factors – 10. Our Company, Subsidiary, Promoter, Directors
and KMP are involved in certain legal and regulatory proceedings. Any adverse decision in such proceedings may have a
material adverse effect on our business, financial condition, cash flows and results of operations” on page 38.
371Price information of past issues handled by the Book Running Lead Managers (during the current Financial Year and two Financial Years preceding the current Financial Year)
1) JM Financial Limited
Price information of past issues handled by JM Financial Limited
Price information of past issues (during the current Financial Year and two Financial Years preceding the current Financial Year) handled by JM Financial Limited.
Sr. Issue name Issue Size Issue price Listing Opening price +/- % change in closing +/- % change in closing +/- % change in closing
No. (₹ million) (₹) Date on Listing Date price, [+/- % change in price, [+/- % change in price, [+/- % change in
(in ₹) closing benchmark] - 30th closing benchmark] - 90th closing benchmark] - 180th
calendar days from listing calendar days from listing calendar days from listing
1. Smartworks Coworking Spaces Limited*11 5,825.55 407.00 July 17, 2025 435.00 Not Applicable Not Applicable Not Applicable
2. HDB Financial Services Limited* 1,25,000.00 740.00 July 2, 2025 835.00 Not Applicable Not Applicable Not Applicable
3. Kalpataru Limited*8 15,900.00 414.00 July 1, 2025 414.00 Not Applicable Not Applicable Not Applicable
4. Ellenbarrie Industrial Gases Limited* 8,525.25 400.00 July 1, 2025 486.00 Not Applicable Not Applicable Not Applicable
5. Arisinfra Solutions Limited* 4,995.96 222.00 June 25, 2025 205.00 Not Applicable Not Applicable Not Applicable
6. Oswal Pumps Limited* 13,873.40 614.00 June 20, 2025 634.00 Not Applicable Not Applicable Not Applicable
7. Schloss Bangalore Limited* 35,000.00 435.00 June 2, 2025 406.00 -6.86% [3.34%] Not Applicable Not Applicable
8. Ather Energy Limited*7 29,808.00 321.00 May 6, 2025 328.00 -4.30% [0.99%] Not Applicable Not Applicable
9. Ajax Engineering Limited*10 12,688.84 629.00 February 17, 2025 576.00 -2.86% [-0.55%] 6.78% [8.97%] Not Applicable
10. Ventive Hospitality Limited*9 16,000.00 643.00 December 30, 2024 716.00 5.51% [-2.91%] 10.80%[-0.53%] 7.10% [8.43%]
Source: www.nseindia.com and www.bseindia.com
# BSE as Designated Stock Exchange
* NSE as Designated Stock Exchange
Notes:
1. Opening price information as disclosed on the website of the Designated Stock Exchange.
2. Change in closing price over the issue/offer price as disclosed on Designated Stock Exchange.
3. For change in closing price over the closing price as on the listing date, the CNX NIFTY or S&P BSE SENSEX is considered as the Benchmark Index as per the Designated Stock Exchange disclosed by
the respective Issuer at the time of the issue, as applicable.
4. In case of reporting dates falling on a trading holiday, values for the trading day immediately preceding the trading holiday have been considered.
5. 30th calendar day has been taken as listing date plus 29 calendar days; 90th calendar day has been taken as listing date plus 89 calendar days; 180th calendar day has been taken a listing date plus 179
calendar days.
6. Restricted to last 10 issues.
3727. A discount of Rs. 30 per Equity Share was offered to Eligible Employees bidding in the Employee Reservation Portion.
8. A discount of Rs. 38 per Equity Share was offered to Eligible Employees bidding in the Employee Reservation Portion.
9. A discount of Rs. 30 per Equity Share was offered to Eligible Employees bidding in the Employee Reservation Portion.
10. A discount of Rs. 59 per Equity Share was offered to Eligible Employees bidding in the Employee Reservation Portion.
11. A discount of Rs. 37 per Equity Share was offered to Eligible Employees bidding in the Employee Reservation Portion.
Summary statement of price information of past issues (during current financial year and two financial years preceding the current financial year) handled by JM Financial
Limited:
Financial Total Total funds Nos. of IPOs trading at discount on Nos. of IPOs trading at premium on Nos. of IPOs trading at discount as Nos. of IPOs trading at premium as
Year no. of raised as on 30th calendar days from listing as on 30th calendar days from listing on 180th calendar days from listing on 180th calendar days from listing
IPOs (` Millions) date date date date
Over Between Less than Over 50% Between Less than Over 50% Between Less than Over 50% Between Less than
50% 25% - 50% 25% 25%-50% 25% 25%-50% 25% 25%-50% 25%
2025-2026 8 2,38,928.16 - - 2 - - - - - - - - -
2024-2025 13 2,55,434.10 - - 5 5 2 1 1 3 1 4 1 2
2023-2024 24 2,88,746.72 - - 7 4 5 8 - - 5 7 5 7
3732) ICICI Securities Limited
Price information of past issues handled by ICICI Securities
+/- % change in closing +/- % change in closing +/- % change in closing
Opening price, [+/- % change in price, [+/- % change in price, [+/- % change in
Issue price
Sl. No. Issue Name Issue size (₹) Listing date price on closing benchmark]- closing benchmark]- closing benchmark]-
(₹)
listing date 30th calendar days from 90th calendar days from 180th calendar days
listing listing from listing
1 Suraksha Diagnostic Limited^ 8,462.49 441.00 December 06, 2024 438.00 -14.32% [-3.04%] -37.11% [-9.76%] -23.90% [-1.19%]
2 Vishal Mega Mart Limited ^^ 80,000.00 78.00 December 18, 2024 104.00 +39.96% [-3.67%] +29.95% [-6.98%] + 58.58% [+2.15%]
Inventurus Knowledge 24,979.23 1,329.00 1,900.00 +40.85% [-3.13%] +13.77% [-4.67%] +30.17% [+4.15%]
3
Solutions Limited^^ December 19, 2024
4 Sanathan Textiles Limited^^ 5,500.00 321.00 December 27, 2024 422.30 +6.32% [-3.03%] +13.86% [-1.37%] +39.53% [+5.17%]
5 Ventive Hospitality Limited^^ 16,000.00 643.00(1) December 30, 2024 716.00 + 5.51% [-2.91%] + 10.80% [-0.53%] +7.10% [8.43%]
6 Ajax Engineering Limited^^ 12,688.84 629.00(2) February 17, 2025 576.00 -2.86% [-0.55%] + 6.78% [+8.97%] NA*
Aegis Vopak Terminals 28,000.00 235.00 220.00 +3.74% [+2.86%] NA* NA*
7
Limited^ June 02, 2025
8 Schloss Bangalore Limited^^ 35,000.00 435.00 June 02, 2025 406.00 -6.86% [+3.34%] NA* NA*
9 Kalpataru Limited^^ 15,900.00 414.00(3) July 01, 2025 414.00 NA* NA* NA*
10 Travel Food Services Limited^^ 20,000.00 1,100.00(4) July 14, 2025 1,125 NA* NA* NA*
*Data not available
^BSE as designated stock exchange
^^NSE as designated stock exchange
Notes:
(1) Discount of Rs. 30 per equity share offered to eligible employees. All calculations are based on Issue Price of Rs. 643.00 per equity share
(2) Discount of Rs. 59 per equity share offered to eligible employees. All calculations are based on Issue Price of Rs. 629.00 per equity share
(3) Discount of Rs. 38 per equity share offered to eligible employees. All calculations are based on Issue Price of Rs. 414.00 per equity share
(4) Discount of Rs. 104 per equity share offered to eligible employees. All calculations are based on Issue price 1,100.00 per equity share
Summary statement of price information of past issues (during current financial year and two financial years preceding the current financial year) handled by ICICI Securities
Limited:
Financial Total Total No. of IPOs trading at No. of IPOs trading at premium - No. of IPOs trading at discount - No. of IPOs trading at premium - 180th
Year no. of amount of discount - 30th calendar days 30th calendar days from listing 180th calendar days from listing calendar days from listing
IPOs funds raised from listing
(₹ in million) Over Between Less Over Between Less than Over Between Less than Over 50% Between 25- Less than
50% 25-50% than 50% 25-50% 25% 50% 25-50% 25% 50% 25%
25%
2025-26* 4 98,900.00 - - 1 - - 1 - - - - - -
2024-25 23 6,47,643.15 - - 5 4 8 6 - 3 5 6 4 4
2023-24 28 2,70,174.98 - - 8 5 8 7 - 1 4 10 5 8
* This data covers issues up to year to date.
Notes:
(1) Data is sourced either from www.nseindia.com or www.bseindia.com, as per the designated stock exchange disclosed by the respective Issuer Company.
(2) Similarly, benchmark index considered is “NIFTY 50” where NSE is the designated stock exchange and “S&P BSE SENSEX” where BSE is the designated stock exchange, as disclosed by the respective Issuer Company.
(3) 30th, 90th, 180th calendar day from listed day have been taken as listing day plus 29, 89 and 179 calendar days, except wherever 30th, 90th, 180th calendar day is a holiday, in which case we have considered the closing data of
the previous trading day.
374Track record of the Book Running Lead Managers
For details regarding the track record of the BRLMs, as specified in circular reference CIR/MIRSD/1/2012 dated January 10,
2012 issued by SEBI, see the websites of the BRLMs, as set forth in the table below:
S. No. Name of BRLM Website
1. JM Financial Limited www.jmfl.com
2. ICICI Securities Limited www.icicisecurities.com
Stock market data of Equity Shares
This being an initial public offer of Equity Shares, the Equity Shares are not listed on any stock exchange as on the date of this
Red Herring Prospectus and accordingly, no stock market data is available for the Equity Shares.
Mechanism for redressal of investor grievances
The Registrar Agreement provides for the retention of records with the Registrar to the Issue for a period of at least eight years
from the date of listing and commencement of trading of the Equity Shares on the Stock Exchanges or any such longer period
as prescribed under the applicable laws, to enable the investors to approach the Registrar to the Issue for redressal of their
grievances.
All grievances, other than of Anchor Investors may be addressed to the Registrar to the Issue with a copy to the relevant
Designated Intermediary with whom the Bid cum Application Form was submitted, giving full details such as name of the sole
or First Bidder, Bid cum Application Form number, Bidder’s DP ID, Client ID, PAN, address of Bidder, number of Equity
Shares applied for, ASBA Account number in which the amount equivalent to the Bid Amount was blocked or the UPI ID (for
UPI Bidders who make the payment of Bid Amount), date of Bid cum Application Form and the name and address of the
relevant Designated Intermediary where the Bid was submitted. Further, the Bidder shall enclose the Acknowledgment Slip or
the application number from the Designated Intermediary in addition to the documents or information mentioned hereinabove.
All grievances relating to Bids submitted through Registered Brokers may be addressed to the Stock Exchanges with a copy to
the Registrar to the Issue. For Issue related grievances, investors may contact the BRLMs, details of which are given in “General
Information” beginning on page 87.
The Registrar to the Issue shall obtain the required information from the SCSBs and Sponsor Banks for addressing any
clarifications or grievances of ASBA Bidders. Bidders can contact our Company Secretary and Compliance Officer, the BRLMs
or the Registrar to the Issue in case of any pre-Issue or post-Issue related problems such as non-receipt of letters of Allotment,
non-credit of Allotted Equity Shares in the respective beneficiary account, non-receipt of refund intimations and non-receipt of
funds by electronic mode.
Anchor Investors are required to address all grievances in relation to the Issue to the BRLMs, details of which are given in
“General Information” beginning on page 87.
In case of any delay in unblocking of amounts in the ASBA Accounts exceeding two Working Days from the Bid/ Issue Closing
Date, the Bidder shall be compensated at a uniform rate of ₹100 per day for the entire duration of delay exceeding two Working
Days from the Bid/ Issue Closing Date by the intermediary responsible for causing such delay in unblocking. The BRLMs shall,
in their sole discretion, identify and fix the liability on such intermediary or entity responsible for such delay in unblocking.
In terms of the SEBI ICDR Master Circular and subject to applicable law, any ASBA Bidder whose Bid has not been considered
for Allotment, due to failure on the part of any SCSB, shall have the option to seek redressal of the same by the concerned
SCSB within three months of the date of listing of the Equity Shares. SCSBs are required to resolve these complaints within 15
days, failing which the concerned SCSB would have to pay interest at the rate of 15% per annum for any delay beyond this
period of 15 days. Further, in terms of SEBI ICDR Master Circular, the payment of processing fees to the SCSBs shall be
undertaken pursuant to an application made by the SCSBs to the BRLMs, and such application shall be made only after (i)
unblocking of application amounts for each application received by the SCSB has been fully completed, and (ii) applicable
compensation relating to investor complaints has been paid by the SCSB.
Separately, pursuant to the SEBI ICDR Master Circular, following compensation mechanism has become applicable for investor
grievances in relation to Bids, for which the relevant SCSBs shall be liable to compensate the investor:
Scenario Compensation amount Compensation period
Delayed unblock for cancelled / ₹100 per day or 15% per annum of the Bid From the date on which the request for
withdrawn / deleted applications Amount, whichever is higher cancellation / withdrawal / deletion is placed on
the bidding platform of the Stock Exchanges till
the date of actual unblock
Blocking of multiple amounts for the 1. Instantly revoke the blocked funds other From the date on which multiple amounts were
same Bid made through the UPI than the original application amount and blocked till the date of actual unblock
Mechanism 2. ₹100 per day or 15% per annum of the total
cumulative blocked amount except the
original Bid Amount, whichever is higher
375Scenario Compensation amount Compensation period
Blocking more amount than the Bid 1. Instantly revoke the difference amount, i.e., From the date on which the funds to the excess
Amount the blocked amount less the Bid Amount and of the Bid Amount were blocked till the date of
2. ₹100 per day or 15% per annum of the actual unblock
difference amount, whichever is higher
Delayed unblock for non – Allotted / ₹100 per day or 15% per annum of the Bid From three Working Days from Bid/Issue
partially Allotted applications Amount, whichever is higher Closing Date till the date of actual unblock
Further, in the event there are any delays in resolving the investor grievance beyond the date of receipt of the complaint from
the investor, for each day delayed, the Book Running Lead Managers shall be liable to compensate the investor ₹100 per day
or 15% per annum of the Bid Amount, whichever is higher. The compensation shall be payable for the period ranging from the
day on which the investor grievance is received till the date of actual unblock.
Our Company, the BRLMs and the Registrar to the Issue accept no responsibility for errors, omissions, commission or any acts
of SCSBs including any defaults in complying with its obligations under the applicable provisions of SEBI ICDR Regulations.
Disposal of Investor Grievances by our Company
Our Company has obtained authentication on the SCORES in terms of the SEBI circular no. CIR/OIAE/1/2013 dated April 17,
2013 and shall comply with the SEBI circular (CIR/OIAE/1/2014) dated December 18, 2014, SEBI master circular
SEBI/HO/OIAE/IGRD/CIR/P/2023/156 dated September 20, 2023, and SEBI press release PR No. 06/2024 in relation to
redressal of investor grievances through SCORES.
Our Company estimates that the average time required by our Company or the Registrar to the Issue or the relevant Designated
Intermediary, for the redressal of routine investor grievances shall be 10 (ten) Working Days from the date of receipt of the
complaint, provided however, in relation to complaints pertaining to blocking/unblocking of funds, investor complaints shall
be resolved on the date of receipt of the complaint. In case of non-routine complaints and complaints where external agencies
are involved, our Company will seek to redress these complaints as expeditiously as possible.
Our Company has not received investor complaints in relation to the Equity Shares for the three years prior to the filing of this
Red Herring Prospectus, hence no investor complaint in relation to our Company is pending as on the date of filing of this Red
Herring Prospectus.
For helpline details of the Book Running Lead Managers pursuant to the SEBI ICDR Master Circular, see “General
Information” beginning on page 87. Our Company has constituted a Stakeholders’ Relationship Committee comprising of
Vineet Verma, Nirupa Shankar, Anup Sanmukh Shah, and Jyoti Narang as members, which is responsible for redressal of
grievances of security holders of our Company. For details, see “Our Management - Stakeholders’ Relationship Committee”
on page 241.
Exemption from complying with any provisions of SEBI ICDR Regulations
As on the date of this Red Herring Prospectus, our Company has not applied for or received any exemption from the SEBI from
compliance with any provisions of securities laws including the SEBI ICDR Regulations.
376SECTION IX: ISSUE INFORMATION
TERMS OF THE ISSUE
The Equity Shares being issued and Allotted pursuant to the Issue shall be subject to the provisions of the Companies Act, the
SEBI ICDR Regulations, SEBI Listing Regulations, SCRA, SCRR, the MoA, AoA, the terms of this Red Herring Prospectus,
the Prospectus, the Abridged Prospectus, Bid cum Application Form, the Revision Form, the CAN/Allotment Advice and other
terms and conditions as may be incorporated in other documents/certificates that may be executed in respect of the Issue. The
Equity Shares shall also be subject to applicable laws, guidelines, rules, notifications and regulations relating to the issue of
capital, and listing and trading of securities issued from time to time by SEBI, the Government of India, the Stock Exchanges,
RoC and/or other authorities, as in force on the date of the Issue and to the extent applicable or such other conditions as may
be prescribed by the SEBI, GoI, the Stock Exchanges, the RoC and/or any other governmental, statutory or regulatory authorities
while granting its approval for the Issue, to the extent and for such time as these continue to be applicable.
The Issue
The Issue comprises the Fresh Issue. For details in relation to the Issue expenses, see “Objects of the Issue – Issue related
expenses”, on page 120.
Ranking of the Equity Shares
The Allottees upon Allotment of Equity Shares under the Issue will be entitled to dividend and other corporate benefits, if any,
declared by our Company after the date of Allotment. The Equity Shares being issued and Allotted or transferred in the Issue
shall be subject to the provisions of the Companies Act, the SEBI ICDR Regulations, SCRA, SCRR, our MoA and AoA and
shall be pari passu with the existing Equity Shares in all respects including voting and right to receive dividends. For further
details, see “Description of Equity Shares and Terms of Articles of Association” beginning on page 405.
Mode of Payment of Dividend
Our Company shall pay dividends, if declared, to the Shareholders in accordance with the provisions of the Companies Act, the
MoA and AoA and provisions of the SEBI Listing Regulations and any other guidelines, regulations or directions which may
be issued by the Government in this regard. Dividends, if any, declared by our Company after the date of Allotment (pursuant
to Allotment of Equity Shares), will be payable to the Allottees, for the entire year, in accordance with applicable laws. For
further details, in relation to dividends, see “Dividend Policy” and “Description of Equity Shares and Terms of Articles of
Association” beginning on pages 253 and 405, respectively.
Face Value, Issue Price, Floor Price and Price Band
The face value of each Equity Share is ₹10 and the Issue Price at Floor Price is ₹[●] per Equity Share and at Cap Price is ₹[●]
per Equity Share. The Anchor Investor Issue Price is ₹[●] per Equity Share of face value of ₹10 each.
The Issue Price, Price Band (including Employee Discount), and the minimum Bid Lot size for the Issue will be decided by our
Company in consultation with the BRLMs, and advertised in all editions of Financial Express, an English national daily
newspaper and all editions of Jansatta, a Hindi national daily newspaper and the Bengaluru edition of Vishwavani, a Kannada
daily newspaper (Kannada being the regional language of Karnataka, where our Registered Office and Corporate Office is
located), each with wide circulation, at least two Working Days prior to the Bid/ Issue Opening Date and shall be made available
to the Stock Exchanges for the purpose of uploading the same on their websites. The Price Band, along with the relevant
financial ratios calculated at the Floor Price and at the Cap Price, shall be pre-filled in the Bid cum Application Forms available
on the respective websites of the Stock Exchanges. The Issue Price and the Employee Discount (if any) shall be determined by
our Company in consultation with the BRLMs, after the Bid/ Issue Closing Date on the basis of assessment of market demand
for the Equity Shares offered by way of Book Building Process.
At any given point of time, there shall be only one denomination for the Equity Shares.
Compliance with disclosure and accounting norms
Our Company shall comply with all disclosure and accounting norms as specified by SEBI from time to time.
Rights of the Shareholders
Subject to applicable laws, rules, regulations and guidelines and the provisions of the Articles of Association, our Shareholders
shall have the following rights:
• Right to receive dividends, if declared;
• Right to attend general meetings and exercise voting rights, unless prohibited by law;
• Right to vote on a poll either in person or by proxy or “e-voting”, in accordance with the provisions of the Companies Act;
• Right to receive offers for rights shares and be allotted bonus shares, if announced;
377• Right to receive surplus on liquidation, subject to any statutory and preferential claim being satisfied;
• Right of free transferability of their Equity Shares, subject to applicable laws including any RBI rules and regulations; and
• Such other rights, as may be available to a shareholder of a listed public company under the Companies Act, the SEBI
Listing Regulations, and the MoA and AoA of our Company.
For a detailed description of the main provisions of the AoA of our Company relating to voting rights, dividend, forfeiture and
lien, transfer, transmission, consolidation or sub-division, see “Description of Equity Shares and Terms of Articles of
Association” beginning on page 405.
Allotment only in dematerialised form
Pursuant to Section 29 of the Companies Act, 2013 the Equity Shares shall be Allotted only in dematerialised form. As per the
SEBI ICDR Regulations, the trading of the Equity Shares shall only be in dematerialised form on the Stock Exchanges. In this
context, our Company has entered into the following agreements with the respective Depositories and Registrar to the Issue:
• Tripartite agreement dated December 20, 2018 amongst our Company, NSDL and Registrar to the Company; and
• Tripartite agreement dated May 22, 2024 amongst our Company, CDSL and Registrar to the Company.
For details in relation to the Basis of Allotment, see “Issue Procedure” beginning on page 386.
Employee Discount
Employee discount, if any, will be offered to Eligible Employees bidding in the Employee Reservation Portion at the time of
making a Bid. Eligible Employees bidding in the Employee Reservation Portion at a price within the Price Band can make
payment based on Bid Amount net of Employee Discount, if any, at the time of making a Bid. Eligible Employees bidding in
the Employee Reservation Portion at the Cut-Off Price have to ensure payment at the Cap Price, less Employee Discount, if
any, at the time of making a Bid. In case of any revision in the Price Band, the Bid/ Issue Period shall be extended for at least
three additional Working Days after such revision of the Price Band, subject to the total Bid/ Issue Period not exceeding 10
Working Days. Any revision in the Price Band, and the revised Bid/ Issue Period, if applicable, shall be widely disseminated
by notification to the Stock Exchanges by issuing a public notice and also by indicating the change on the websites of the
BRLMs and at the terminals of the Members of the Syndicate. In case of discrepancy in the data entered in the electronic book
vis à-vis the data contained in the physical Bid cum Application Form for a particular Bidder, the details as per the Bid file
received from the Stock Exchanges may be taken as the final data for the purpose of Allotment.
Market Lot and Trading Lot
Since trading of the Equity Shares on the Stock Exchanges is in dematerialised form, the tradable lot is one Equity Share.
Allotment in the Issue will be only in dematerialised and electronic form in multiples of [●] Equity Share subject to a minimum
Allotment of [●] Equity Shares. For further details on the Basis of Allotment, see “Issue Procedure” beginning on page 386.
Joint Holders
Subject to the provisions contained in our Articles of Association, where two or more persons are registered as the holders of
the Equity Shares, they will be deemed to hold such Equity Shares as joint tenants with benefits of survivorship.
Jurisdiction
Exclusive jurisdiction for the purpose of the Issue is with the competent courts/authorities in Mumbai.
Period of subscription list of the Issue
See “–Bid/ Issue Programme” on page 379.
Nomination facility to Bidders
In accordance with Section 72 of the Companies Act, 2013, read with the Companies (Share Capital and Debentures) Rules,
2014, as amended, the Sole Bidder, or the First Bidder along with other joint Bidders, may nominate any one person in whom,
in the event of the death of Sole Bidder or in case of joint Bidders, death of all the Bidders, as the case may be, the Equity
Shares Allotted, if any, shall vest to the exclusion of all other persons, unless the nomination is modified or cancelled in the
prescribed manner. A person, being a nominee, entitled to the Equity Shares by reason of the death of the original holder(s),
shall, in accordance with Section 72 of the Companies Act, 2013 be entitled to the same advantages to which he or she would
be entitled if he or she were the registered holder of the Equity Share(s). Where the nominee is a minor, the holder(s) may make
a nomination to appoint, in the prescribed manner, any person to become entitled to Equity Share(s) in the event of his or her
death during the minority. A nomination shall stand rescinded upon a sale/transfer/alienation of Equity Share(s) by the person
nominating. A nomination may be cancelled or modified by nominating any other person in place of the present nominee, by
the holder of the Equity Shares who made the nomination, by giving a notice of such cancellation or variation to our Company.
A buyer will be entitled to make a fresh nomination in the manner prescribed. Fresh nomination can be made only on the
prescribed form available on request at our Registered Office or to the Registrar and transfer agent of our Company.
378Any person who becomes a nominee by virtue of Section 72 of the Companies Act, 2013 shall upon the production of such
evidence as may be required by our Board, elect either:
a) to register himself or herself as the holder of the Equity Shares; or
b) to make such transfer of the Equity Shares, as the deceased holder could have made.
Further, our Board may at any time give notice requiring any nominee to choose either to be registered himself or herself or to
transfer the Equity Shares, and if the notice is not complied with within a period of 90 days, the Board may thereafter withhold
payment of all dividends, interests, bonuses or other monies payable in respect of the Equity Shares, until the requirements of
the notice have been complied with.
Since the Allotment of Equity Shares in the Issue will be made only in dematerialised mode, there is no need to make a separate
nomination with our Company. Nominations registered with respective Depository Participant of the Bidder would prevail. If
the Bidder wants to change the nomination, they are requested to inform their respective Depository Participant.
Our Company shall comply with such disclosure and accounting norms as may be specified by SEBI from time to time.
Option to receive Equity Shares in Dematerialized Form
Allotment of Equity Shares to successful Bidders will only be in the dematerialized form. Bidders will not have the option of
Allotment of the Equity Shares in physical form. The Equity Shares on Allotment will be traded only in the dematerialized
segment of the Stock Exchanges.
Bid/Issue Programme
BID/ISSUE OPENS ON Thursday, July 24, 2025 (1)
BID/ISSUE CLOSES ON Monday, July 28, 2025 (2)
(1) Our Company in consultation with the BRLMs, may consider participation by Anchor Investors in accordance with the SEBI ICDR Regulations. The Anchor
Investor Bid/ Issue Period shall be one Working Day prior to the Bid/Issue Opening Date.
(2) UPI mandate end time and date shall be at 5:00 p.m. IST on Bid/ Issue Closing Date, i.e. Monday, July 28, 2025.
An indicative timetable in respect of the Issue is set out below:
Event Indicative Date
Finalisation of Basis of Allotment with the Designated Stock Exchange On or about Tuesday, July 29, 2025
Initiation of refunds (if any, for Anchor Investors)/unblocking of funds from ASBA Account* On or about Tuesday, July 29, 2025
Credit of Equity Shares to dematerialized accounts of Allottees On or about Wednesday, July 30, 2025
Commencement of trading of the Equity Shares on the Stock Exchanges On or about Thursday, July 31, 2025
* In case of (i) any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism) exceeding two Working
Days from the Bid/Issue Closing Date for cancelled/ withdrawn/deleted ASBA Forms, the Bidder shall be compensated at a uniform rate of ₹100 per day or
15% per annum of the Bid Amount, whichever is higher from the date on which the request for cancellation/withdrawal/deletion is placed in the Stock
Exchanges bidding platform until the date on which the amounts are unblocked (ii) any blocking of multiple amounts for the same ASBA Form (for amounts
blocked through the UPI Mechanism), the Bidder shall be compensated at a uniform rate ₹100 per day or 15% per annum of the total cumulative blocked
amount except the original application amount, whichever is higher from the date on which such multiple amounts were blocked till the date of actual
unblock; (iii) any blocking of amounts more than the Bid Amount, the Bidder shall be compensated at a uniform rate of ₹100 per day or 15% per annum of
the difference in amount, whichever is higher from the date on which such excess amounts were blocked till the date of actual unblock; (iv) any delay in
unblocking of non-allotted/partially allotted Bids, exceeding two Working Days from the Bid/Issue Closing Date, the Bidder shall be compensated at a
uniform rate of ₹100 per day or 15% per annum of the Bid Amount, whichever is higher for the entire duration of delay exceeding three Working Days from
the Bid/Issue Closing Date by the SCSB responsible for causing such delay in unblocking. The post Issue BRLMs shall be liable for compensating the Bidder
at a uniform rate of ₹100 per day or 15% per annum of the Bid Amount, whichever is higher from the date of receipt of the investor grievance until the date
on which the blocked amounts are unblocked.
The above timetable is indicative and does not constitute any obligation or liability on our Company or the BRLMs.
Whilst our Company shall ensure that all steps for the completion of the necessary formalities for the listing and the
commencement of trading of the Equity Shares on the Stock Exchanges are taken within three Working Days of the
Bid/ Issue Closing Date or such other time as may be prescribed by SEBI, the timetable may be extended due to various
factors, such as extension of the Bid/Issue Period by our Company in consultation with the BRLMs, revision of the Price
Band or any delay in receiving the final listing and trading approval from the Stock Exchanges. Our Company shall
within four Working days from the closure of the Issue or such period as may be prescribed, refund the subscription
amount received in case of non-receipt of minimum subscription or in case our Company fails to obtain listing or trading
permission from the Stock Exchanges for the Equity Shares. The commencement of trading of the Equity Shares will
be entirely at the discretion of the Stock Exchanges and in accordance with the applicable laws.
The Registrar to the Issue shall submit the details of cancelled/withdrawn/deleted applications to the SCSBs on daily
basis within 60 minutes of the Bid closure time from the Bid/ Issue Opening Date till the Bid/Issue Closing Date by
obtaining the same from the Stock Exchanges. The SCSBs shall unblock such applications by the closing hours of the
Working Day and submit the confirmation to the BRLMs and the Registrar on a daily basis as per the format prescribed
SEBI ICDR Master Circular.
379In terms of the UPI Circulars, in relation to the Issue, the Book Running Lead Managers will be required to submit reports of
compliance with timelines and activities prescribed by SEBI in connection with the allotment and listing procedure within three
Working Days from the Bid/Issue Closing Date or such other time as may be prescribed by SEBI, identifying non-adherence
to timelines and processes and an analysis of entities responsible for the delay and the reasons associated with it.
Any circulars or notifications from SEBI after the date of this Red Herring Prospectus may result in changes to the
listing timelines. Further, the Issue procedure is subject to change to any revised SEBI circulars to this effect.
Submission of Bids (other than Bids from Anchor Investors):
Bid/Issue Period (except the Bid/Issue Closing Date)
Submission and revision in Bids Only between 10.00 a.m. and 5.00 p.m. (Indian Standard
Time) (“IST”)
Bid/Issue Closing Date*
Submission of electronic applications (online ASBA through 3-in-1 accounts) – Only between 10:00 a.m. and up to 5:00 p.m. IST
for RIBs other than QIBs and NIBs, BEL Shareholders bidding in the BEL
Shareholders Reservation Portion and Eligible Employees Bidding in the
Employee Reservation Portion
Submission of electronic applications (bank ASBA through online channels like Only between 10:00 a.m. and up to 4:00 p.m. IST
internet banking, mobile banking and syndicate UPI ASBA applications where
Bid Amount is up to ₹500,000)
Submission of electronic applications (syndicate non-retail, non-individual Only between 10:00 a.m. and up to 3:00 p.m. IST
applications)
Submission of physical applications (bank ASBA) Only between 10:00 a.m. and up to 1:00 p.m. IST
Submission of physical applications (syndicate non-retail, non-individual Only between 10:00 a.m. and up to 12:00 p.m. IST
applications of QIBs and NIBs where Bid Amount is more than ₹500,000
Modification / revision / cancellation of Bids
Upward revision of Bids by QIBs and NIBs# Only between 10:00 a.m. and up to 4:00 p.m. IST
Upward or downward revision of Bids or cancellation of Bids by RIBs Only between 10:00 a.m. and up to 5:00 p.m. IST
* UPI mandate end time and date shall be at 5:00 pm IST on Monday, July 28, 2025.
# QIBs and Non-Institutional Investors can neither revise their Bids downwards nor cancel/withdraw their Bids.
On the Bid/ Issue Closing Date, the Bids shall be uploaded until:
(i) 4.00 p.m. IST in case of Bids by QIBs and Non-Institutional Bidders, and
(ii) until 5.00 p.m. IST or such extended time as permitted by the Stock Exchanges, in case of Bids by RIBs, Eligible
Employees Bidding in the Employee Reservation Portion and BEL Shareholders Bidding in the BEL Shareholders
Reservation Portion.
On Bid/Issue Closing Date, extension of time may be granted by Stock Exchanges only for uploading Bids received RIBs
Eligible Employees Bidding in the Employee Reservation Portion and BEL Shareholders Bidding in the BEL Shareholders
Reservation Portion (for Bid Amount of up to ₹200,000), after taking into account the total number of Bids received and as
reported by the BRLMs to the Stock Exchanges.
It is clarified that Bids not uploaded on the electronic bidding system or in respect of which the full Bid Amount is not
blocked by SCSBs, or not blocked under the UPI Mechanism in the relevant ASBA Account, as the case may be, will be
rejected.
Due to limitation of time available for uploading the Bids on the Bid/Issue Closing Date, Bidders are advised to submit their
Bids one day prior to the Bid/Issue Closing Date and in any case no later than 3:00 p.m. IST on the Bid/Issue Closing Date.
Any time mentioned in this Red Herring Prospectus is IST. Bidders are cautioned that, in the event a large number of Bids are
received on the Bid/Issue Closing Date, some Bids may not get uploaded due to lack of sufficient time. Such Bids that cannot
be uploaded will not be considered for allocation under the Issue. Bids and any revision in Bids will be accepted only during
Working Days during the Bid/ Issue Period. Bidders may please note that as per letter no. List/SMD/SM/2006 dated July 3,
2006 and letter no. NSE/IPO/25101-6 dated July 6, 2006 issued by BSE and NSE, respectively, Bids and any revision in Bids
shall not be accepted on Saturdays, Sundays and public holidays as declared by the Stock Exchanges. Bids by ASBA Bidders
shall be uploaded by the relevant Designated Intermediary in the electronic system to be provided by the Stock Exchanges.
Our Company in consultation with the BRLMs reserves the right to revise the Price Band during the Bid/Issue Period, in
accordance with the SEBI ICDR Regulations. The revision in the Price Band shall not exceed 20% on either side, i.e. the Floor
Price can move up or down to the extent of 20% of the Floor Price and the Cap Price will be revised accordingly but the Floor
Price shall not be less than the Face Value of the Equity Shares. In all circumstances, the Cap Price shall be at least 105% of
the Floor Price and less than or equal to 120% of the Floor Price.
In case of revision in the Price Band, the Bid/Issue Period shall be extended for at least three additional Working Days
after such revision, subject to the Bid/Issue Period not exceeding 10 Working Days. In cases of force majeure, banking
strike or similar unforeseen circumstances, our Company in consultation with the BRLMs, for reasons to be recorded
in writing, may extend the Bid/Issue Period for a minimum of one Working Day, subject to the Bid/ Issue Period not
exceeding 10 Working Days. Any revision in Price Band, and the revised Bid/Issue Period, if applicable, shall be widely
disseminated by notification to the Stock Exchanges, by issuing a public announcement and also by indicating the change
380on the respective websites of the BRLMs and at the terminals of the Syndicate Members and by intimation to the
Designated Intermediaries and the Sponsor Bank(s), as applicable. In case of revision of Price Band, the Bid Lot shall
remain the same.
In case of discrepancy in data entered in the electronic book vis-vis data contained in the Bid cum Application Form for a
particular Bidder, the details as per the Bid file received from the Stock Exchanges shall be taken as the final data for the
purpose of Allotment.
Minimum Subscription
If our Company does not receive the minimum subscription in the Issue as specified under Rule 19(2)(b) of the SCRR or the
minimum subscription of 90% of the Fresh Issue on the Bid/Issue Closing Date; or subscription level falls below aforesaid
minimum subscription after the Bid/Issue Closing Date due to withdrawal of Bids or technical rejections or any other reason;
or in case of devolvement of Underwriting, aforesaid minimum subscription is not received within 60 days from the date of
Bid/Issue Closing Date or if the listing or trading permission is not obtained from the Stock Exchanges for the Equity Shares
in the Issue, our Company shall forthwith refund the entire subscription amount received in accordance with applicable law. If
there is a delay beyond the prescribed time after our Company becomes liable to pay the amount, our Company and every
Director of our Company, who are officers in default, shall pay interest at the rate of 15% per annum or such other amount
prescribed under applicable law.
Undersubscription, if any, in any category except the QIB Portion, would be met with spill-over from the other categories at
the discretion of our Company, in consultation with the Book Running Lead Managers, and the Designated Stock Exchange.
Further, in terms of Regulation 49(1) of the SEBI ICDR Regulations, our Company shall ensure that the number of Bidders to
whom the Equity Shares will be Allotted will be not less than 1,000 failing which the entire application money shall be
unblocked in the respective ASBA Accounts of the Bidders. In case of delay, if any, in unblocking the ASBA Accounts within
such timeline as prescribed under applicable laws, our Company shall be liable to pay interest on the application money in
accordance with applicable laws.
Arrangements for disposal of odd lots
There are no arrangements for disposal of odd lots since our Equity Shares will be traded in dematerialised form only and
market lot for our Equity Shares will be one Equity Share.
Withdrawal of the Issue
The Issue shall be withdrawn in the event the requirement of the minimum subscription as prescribed under Regulation 45 of
the SEBI ICDR Regulations is not fulfilled. Our Company in consultation with the BRLMs, reserves the right not to proceed
with the Issue, in whole or in part thereof, after the Bid/ Issue Opening Date but before the Allotment. In such an event, our
Company would issue a public notice in the newspapers in which the pre-Issue advertisements were published and in which the
price band advertisement will be published, within two days of the Bid/ Issue Closing Date or such other time as may be
prescribed by SEBI, providing reasons for not proceeding with the Issue and inform the Stock Exchanges promptly on which
the Equity Shares are proposed to be listed. The BRLMs, through the Registrar to the Issue, shall notify the SCSBs and the
Sponsor Banks (in case of UPI Bidders), to unblock the bank accounts of the ASBA Bidders and shall notify the Escrow
Collection Bank to release the Bid Amounts to the Anchor Investors, within one Working Day from the date of receipt of such
notification and also inform the Bankers to the Issue to process refunds to the Anchor Investors, as the case may be. The notice
of withdrawal will be issued in the same newspapers where the pre-Issue advertisements were published and in which the price
band advertisement will appear, and the Stock Exchanges will also be informed promptly.
If our Company in consultation with the BRLMs withdraws the Issue after the Bid/ Issue Closing Date and thereafter determines
that it will proceed with an public offering of the Equity Shares, our Company shall file a fresh draft red herring prospectus
with SEBI. Notwithstanding the foregoing, the Issue is also subject to obtaining (i) the final listing and trading approvals of the
Stock Exchanges, which our Company shall apply for after Allotment; and (ii) the filing of the Prospectus with the RoC.
Restrictions, if any on transfer and transmission of Equity Shares
Except for lock-in of the pre-Issue capital of our Company, lock-in of our Promoter’s minimum contribution under the SEBI
ICDR Regulations and the Anchor Investor lock-in as provided in “Capital Structure” beginning on page 94 and except as
provided under the Articles of Association, there are no restrictions on transfer of the Equity Shares. Further, there are no
restrictions on transmission of any shares of our Company and on their consolidation or splitting, except as provided in the
Articles of Association. For details, see “Description of Equity Shares and Terms of Articles of Association” beginning on page
405.
New financial instruments
Our Company is not issuing any new financial instruments through this Issue.
381ISSUE STRUCTURE
The Issue is of up to [●] Equity Shares for cash at a price of ₹[●] per Equity Share (including a share premium of ₹[●] per
Equity Share) aggregating up to ₹ 7,596.00 million, comprising a Fresh Issue of up [●] Equity Shares at a price of ₹[●] per
Equity Share aggregating up to ₹ 7,596.00 million. The Issue will constitute [●]% of the post-Issue paid-up Equity Share capital
of our Company.
Our Company, in consultation with the Book Running Lead Managers, undertook the Pre-IPO Placement, as permitted under
applicable law, aggregating to ₹1,260.00 million. The Pre-IPO Placement was at a price decided by our Company, in
consultation with the Book Running Lead Managers and was completed prior to filing of this Red Herring Prospectus with the
RoC. The amount raised pursuant to the Pre-IPO Placement was reduced from the Issue, subject to compliance with Rule
19(2)(b) of the SCRR and the revised Issue size aggregates up to ₹ 7,596.00 million. The Pre-IPO Placement, did not exceed
20% of the size of the Issue. Our Company has appropriately intimated the subscribers to the Pre-IPO Placement, prior to the
allotment pursuant to the Pre-IPO Placement, that there is no guarantee that our Company may proceed with the Issue or the
Issue may be successful and will result into listing of the Equity Shares on the Stock Exchanges. Further, relevant disclosures
in relation to such intimation to the subscribers to the Pre-IPO Placement have been appropriately made in the relevant sections
of this Red Herring Prospectus and shall be made in the relevant sections of the Prospectus.
The Issue may comprise of a Net Issue of up to [●] Equity Shares of face value of ₹10 each and the Employee Reservation
Portion of up to [●] Equity Shares of face value of ₹10 each aggregating up to ₹75.96 million and BEL Shareholders Reservation
Portion of up to [●] Equity Shares of face value of ₹10 each aggregating up to ₹303.84 million. The Employee Reservation
Portion shall not exceed 5% of our post-Issue paid-up Equity Share capital and BEL Shareholders Reservation Portion shall not
exceed 10% of the size of the Issue, in accordance with the SEBI ICDR Regulations.
The Issue is being made through the Book Building Process, in compliance with Regulation 6(2) of the SEBI ICDR Regulations.
Particulars Eligible BEL Shareholders QIBs(1) Non-Institutional Retail Individual
Employees# Reservation Bidders Bidders
Portion##
Number of Up to [●] Equity Up to [●] Equity Not less than [●] Equity Not more than [●] Not more than [●]
Equity Shares Shares of face value Shares of face value Shares of face value ₹ 10 Equity Shares of face Equity Shares of
available for of ₹10 each of ₹10 each each value ₹ 10 each face value ₹ 10 each
Allotment/alloc available for allocation available for
ation* (2) or Net Issue less allocation or Net
allocation to QIB Issue less allocation
Bidders and RIBs to QIB Bidders and
Non-Institutional
Bidders
Percentage of Not exceeding 5% The BEL Not less than 75% of the Not more than 15% of Not more than 10%
Issue Size of the post-Issue Shareholders Net Issue shall be available the Net Issue or the Net of the Net Issue or
available for paid up Equity Reservation Portion for allocation on a Issue less allocation to the Net Issue less
Allotment/alloc Share capital and shall constitute up to proportionate basis to QIB QIB Bidders and RIBs allocation to QIBs
ation the value of 10% of the size of the Bidders. However, up to 5% shall be available for and Non-
Allotment to any Issue of the Net QIB Portion shall allocation out of which Institutional
Eligible Employee be available for allocation (a) one third of such Bidders.
shall not exceed on a proportionate basis to portion available to
₹200,000 (net of the Mutual Funds only. Mutual Non-Institutional
Employee Funds participating in the Bidders shall be
Discount, if any). Mutual Fund Portion will reserved for applicants
Provided that, in the also be eligible for with an application size
event of an under- allocation in the remaining of more than ₹200,000
subscription in the QIB Portion. The and up to ₹1,000,000;
Employee unsubscribed portion in the and (b) two third of
Reservation Portion Mutual Fund Portion will be such portion available
post the initial added to the Net QIB to Non-Institutional
Allotment, such Portion Bidders shall be
unsubscribed reserved for applicants
portion may be with application size of
allotted on a more than ₹1,000,000,
proportionate basis provided that the
to Eligible unsubscribed portion in
Employees Bidding either the sub-
in the Employee categories mentioned
Reservation above may be allocated
Portion, for a value to applicants in the
in excess of other sub-category of
₹200,000 (net of the Non-Institutional
Employee Bidders in accordance
Discount, if any), with the SEBI ICDR
subject to the total Regulations, subject to
Allotment to an valid Bids received at or
Eligible Employee above the Issue Price.
382Particulars Eligible BEL Shareholders QIBs(1) Non-Institutional Retail Individual
Employees# Reservation Bidders Bidders
Portion##
not exceeding
₹500,000 (net of the
Employee
Discount, if any).
The maximum Bid
Amount must not
exceed ₹500,000
(net of the
Employee
Discount, if any)
Basis of Proportionate; Proportionate and in Proportionate as follows The Equity Shares The allotment to
Allotment/ unless the case of (excluding the Anchor available for allocation each RIB shall not
allocation if Employee oversubscription, Investor Portion): to Non-Institutional be less than the
respective Reservation Portion such number of a) up to [●] Equity Shares Bidders under the Non- minimum Bid Lot,
category is is undersubscribed, Equity Shares and in shall be available for Institutional Portion, subject to
oversubscribed the value of multiples of [●] allocation on a shall be subject to the availability of
allocation to an Equity Shares such proportionate basis to following: Equity Shares in the
Eligible Employee that the maximum Bid Mutual Funds only; (i) one third of the Retail Portion and
shall not exceed Amount by each BEL and portion available to the remaining
₹200,000 (net of the Shareholder does not b) up to [●] Equity Shares Non-Institutional available Equity
Employee exceed ₹ 200,000. shall be available for Bidders being [●] Shares if any, shall
Discount, if any). allocation on a Equity Shares are be allotted on a
For details, see “Issue proportionate basis to reserved for Bidders proportionate basis.
Procedure” all QIBs, including Biddings more than For further details,
beginning on page Mutual Funds ₹200,000 and up to see “Issue
386. receiving allocation as ₹1,000,000; and Procedure”
per (a) above. (ii) two third of the beginning on page
portion available to 386.
Up to 60% of the QIB Non-Institutional
Portion (of up to [●] Equity Bidders being [●]
Shares of face value ₹ 10 Equity Shares are
each may be allocated on a reserved for Bidders
discretionary basis to Bidding more than
Anchor Investors of which ₹1,000,000.
one-third shall be available Provided that the
for allocation to Mutual unsubscribed portion in
Funds only, subject to valid either of the categories
Bids being received from specified in (a) or (b)
Mutual Funds at or above above, may be allocated
the Anchor Investor to Bidders in the other
Allocation Price. sub- category of Non-
Institutional Portion in
accordance with SEBI
ICDR Regulations.
The Allotment to each
Non-Institutional
Bidder shall not be less
than the minimum
application size, subject
to availability in the
Non-Institutional
Portion, and the
remainder, if any, shall
be allotted on a
proportionate basis in
accordance with the
conditions specified in
this regard in Schedule
XIII of the SEBI ICDR
Regulations. For
details, see “Issue
Procedure” beginning
on page 386.
Minimum Bid [●] Equity Shares [●] Equity Shares and Such number of Equity Such number of Equity [●] Equity Shares of
in multiples of [●] Shares in multiples of [●] Shares in multiples of face value ₹ 10 each
Equity Shares Equity Shares of face value [●] Equity Shares of and in multiples of
thereafter. ₹ 10 each such that the Bid face value ₹ 10 each [●] Equity Shares
Amount exceeds ₹200,000 such that the Bid thereafter
Amount exceeds
₹200,000
Maximum Bid Such number of Such number of Such number of Equity Such number of Equity Such number of
383Particulars Eligible BEL Shareholders QIBs(1) Non-Institutional Retail Individual
Employees# Reservation Bidders Bidders
Portion##
Equity Shares in Equity Shares in Shares in multiples of [●] Shares in multiples of Equity Shares in
multiples of [●] multiples of [●] Equity Shares not [●] Equity Shares of multiples of [●]
Equity Shares, so Equity Shares, such exceeding the size of the face value ₹ 10 each not Equity Shares of
that the maximum that the Bid Amount Net Issue, (excluding the exceeding the size of face value ₹ 10 each
Bid Amount by by each BEL Anchor Investor portion) the Net Issue, so that the Bid
each Eligible Shareholder in the subject to applicable limits (excluding the QIB Amount does not
Employee in BEL Shareholders to each Bidder. portion) subject to exceed ₹200,000
Eligible Employee Reservation Portion limits applicable to the
Portion does not does not exceed Bidder
exceed ₹500,000 ₹200,000.
(net of the
Employee
Discount, if any).
Mode of Through ASBA process only (except Anchor Investors). In case of UPI Bidders, ASBA process will include the UPI
Bidding Mechanism.
Bid Lot [●] Equity Shares of face value ₹ 10 each and in multiples of [●] Equity Shares of face value ₹ 10 each thereafter
Mode of Compulsorily in dematerialised form
Allotment
Allotment Lot A minimum of [●] Equity Shares of face value ₹ 10 each and in multiples of one Equity Share thereafter
Trading Lot One Equity Share
Who can Eligible Employees Shareholders, Public financial institutions Resident Indian Resident Indian
apply(4) Individuals and HUFs as specified in Section 2(72) individuals, Eligible individuals, Eligible
who are the public of the Companies Act, NRIs, HUFs (in the NRIs and HUFs (in
equity shareholders of scheduled commercial name of the karta), the name of the
BEL, our Promoter, banks, Mutual Funds, FPIs companies, corporate karta)
excluding such other (other than individuals, bodies, scientific
persons not eligible to corporate bodies and family institutions, societies,
invest in the Issue offices), VCFs, AIFs, trusts, family offices
under applicable FVCIs registered with and FPIs who are
laws, rules, SEBI, multilateral and individuals, corporate
regulations and bilateral development bodies and family
guidelines and any financial institutions, state offices which are re-
depository receipt industrial development categorised as Category
holders of BEL corporation, insurance II FPIs and registered
companies registered with with SEBI.
IRDAI, provident funds
(subject to applicable law)
with minimum corpus of
₹250,000,000, pension
funds with minimum corpus
of ₹250,000,000, registered
with the Pension Fund
Regulatory and
Development Authority
established under sub-
section (1) of section 3 of
the Pension Fund
Regulatory and
Development Authority
Act, 2013, National
Investment Fund set up by
the GoI through resolution
F. No.2/3/2005-DD-II dated
November 23, 2005, the
insurance funds set up and
managed by army, navy or
air force of the Union of
India, insurance funds set
up and managed by the
Department of Posts, India
and Systemically Important
NBFCs, in accordance with
applicable laws.
Terms of In case of Anchor Investors: Full Bid Amount shall be payable by the Anchor Investors at the time of submission of
Payment their Bids(3)
In case of all other Bidders: Full Bid Amount shall be blocked by the SCSBs in the bank account of the ASBA Bidder
or by the Sponsor Banks through the UPI Mechanism that is specified in the ASBA Form at the time of submission of the
ASBA Form
* Assuming full subscription in the Issue.
# Eligible Employees Bidding in the Employee Reservation Portion can Bid up to a Bid Amount of ₹500,000 (net of the Employee Discount, if any).
384However, a Bid by an Eligible Employee in the Employee Reservation Portion will be considered for allocation, in the first instance, for a Bid Amount of
up to ₹200,000 (net of the Employee Discount, if any). In the event of under-subscription in the Employee Reservation Portion the unsubscribed portion
will be available for allocation and Allotment, proportionately to all Eligible Employees who have Bid in excess of ₹200,000 (net of the Employee
Discount, if any), subject to the maximum value of Allotment made to such Eligible Employee not exceeding ₹500,000 (net of the Employee Discount, if
any). Further, an Eligible Employee Bidding in the Employee Reservation Portion can also Bid in the Net Issue and such Bids will not be treated as
multiple Bids subject to applicable limits. The undersubscribed portion, if any, in the Employee Reservation Portion shall be added back to the Net Issue.
In case of under-subscription in the Net Issue, spill-over to the extent of such under-subscription shall be permitted from the Employee Reservation
Portion.
## BEL Shareholders Bidding in the BEL Shareholders Reservation Portion can Bid up to a maximum Bid Amount of ₹200,000. Further, BEL Shareholders
Bidding in the BEL Shareholders Reservation Portion can also Bid in the Employee Reservation Portion and also in the Non-Institutional Portion or the
RIB Portion, and such Bids will not be treated as multiple Bids. Further, any unsubscribed portion remaining in the BEL Shareholders Reservation
Portion shall be added back to the Net Issue. In case of under-subscription in the Net Issue, spill-over to the extent of such under-subscription shall be
permitted from the BEL Shareholders Reservation Portion, subject to applicable law.
(1) Our Company in consultation with the BRLMs may allocate up to 60% of the QIB Portion to Anchor Investors at the Anchor Investor Issue Price, on a
discretionary basis subject to there being (i) a maximum of two Anchor Investors, where allocation in the Anchor Investor Portion is up to ₹100,000,000,
(ii) minimum of two and maximum of 15 Anchor Investors, where the allocation under the Anchor Investor Portion is more than ₹100,000,000 but up to
₹2,500,000,000 under the Anchor Investor Portion, subject to a minimum Allotment of ₹50,000,000 per Anchor Investor, and (iii) in case of allocation
above ₹2,500,000,000 under the Anchor Investor Portion, a minimum of five such investors and a maximum of 15 Anchor Investors for allocation up to
₹2,500,000,000, and an additional 10 Anchor Investors for every additional ₹2,500,000,000 or part thereof will be permitted, subject to minimum allotment
of ₹50,000,000 per Anchor Investor. An Anchor Investor will make a minimum Bid of such number of Equity Shares, that the Bid Amount is at least
₹100,000,000. One-third of the Anchor Investor Portion will be reserved for Mutual Funds, subject to valid Bids being received at or above the price at
which allocation is made to Anchor Investors, which price shall be determined by the Company in consultation with the BRLMs.
(2) Subject to valid Bids being received at or above the Issue Price. This Issue is made in accordance with the Rule 19(2)(b) of the SCRR and is being made
through the Book Building Process, in compliance with Regulation 6(2) of the SEBI ICDR Regulations, wherein not less than 75% of the Net Issue shall
be available for allocation on a proportionate basis to QIBs, provided that our Company in consultation with the Book Running Lead Managers may
allocate up to 60% of the QIB Portion to Anchor Investors on a discretionary basis in accordance with the SEBI ICDR Regulations, of which one-third
shall be reserved for Mutual Funds, subject to valid Bids being received from Mutual Funds at or above the Anchor Investor Allocation Price. In the event
of under-subscription, or non-allotment in the Anchor Investor Portion, the balance Equity Shares shall be added to the Net QIB Portion. Further, 5% of
the Net QIB Portion shall be available for allocation on a proportionate basis only to Mutual Funds, and spill-over from the remainder of the Net 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 Issue Price. Further, not more than 15% of the Net Issue shall be available for allocation on a proportionate basis to Non-
Institutional Investors and not more than 10% of the Net Issue shall be available for allocation to Retail Individual Bidders in accordance with the SEBI
ICDR Regulations, subject to valid Bids being received at or above the Issue Price.
(3) Full Bid Amount shall be payable by the Anchor Investors at the time of submission of the Anchor Investor Application Forms, provided that any difference
between the price at which Equity Shares are allocated to the Anchor Investors and the Anchor Investor Issue Price, shall be payable by the Anchor
Investor Pay-in Date as mentioned in the CAN. For details of terms of payment of applicable to Anchor Investors, see General Information Document
available on the website of the Stock Exchanges and the BRLMs. Anchor Investors are not permitted to participate in the Issue through the ASBA process.
(4) In case of joint Bids, the relevant Bidders should ensure that the depository account is also held in the same joint names and the names are in the same
sequence in which they appear in the Bid cum Application Form and the Bid cum Application Form should contain only the name of the First Bidder
whose name should also appear as the first holder of the beneficiary account held in joint names. The signature of only such First Bidder is required in
the Bid cum Application Form and such First Bidder will be deemed to have signed on behalf of the joint holders. Bidders will be required to confirm and
will be deemed to have represented to our Company, the Underwriters, their respective directors, officers, agents, affiliates and representatives that they
are eligible under applicable law, rules, regulations, guidelines and approvals to acquire the Equity Shares.
Eligible Employees Bidding in the Employee Reservation Portion at a price within the Price Band can make payment based on
Bid Amount (less Employee Discount, if any), at the time of making a Bid. Eligible Employees Bidding in the Employee
Reservation Portion at the Cut-Off Price have to ensure payment at the Cap Price, at the time of making a Bid.
BEL Shareholders Bidding in the BEL Shareholders Reservation Portion at a price within the Price Band can make payment
based on Bid Amount, at the time of making a Bid. BEL Shareholders Bidding in the BEL Shareholders Reservation Portion
at the Cut-Off Price have to ensure payment at the Cap Price, at the time of making a Bid.
The Bids by FPIs with certain structures as described under “Issue Procedure – Bids by FPIs” on page 393 and having same
PAN will be collated and identified as a single Bid in the Bidding process. The Equity Shares Allocated and Allotted to such
successful Bidders (with same PAN) will be proportionately distributed.
Bidders will be required to confirm and will be deemed to have represented to our Company, the Underwriters, their respective
directors, officers, agents, affiliates and representatives that they are eligible under applicable law, rules, regulations, guidelines
and approvals to acquire the Equity Shares.
Subject to valid Bids being received at or above the Issue Price, under-subscription, if any, in the Non-Institutional Portion or
the Retail Portion would be allowed to be met with spill-over from other categories or a combination of categories at the
discretion of our Company in consultation with the BRLMs and the Designated Stock Exchange, on a proportionate basis.
However, under-subscription, if any, in the QIB Portion will not be allowed to be met with spill-over from other categories or
a combination of categories. For further details, see “Terms of the Issue” beginning on page 377.
In case of any revision in the Price Band, the Bid/ Issue Period shall be extended for at least three additional Working
Days after such revision of the Price Band, subject to the total Bid/ Issue Period not exceeding 10 Working Days. Any
revision in the Price Band, and the revised Bid/ Issue Period, if applicable, shall be widely disseminated by notification
to the Stock Exchanges by issuing a public announcement and also by indicating the change on the websites of the
BRLMs and at the terminals of the members of the Syndicate.
In case of discrepancy in the data entered in the electronic book vis-à-vis the data contained in the physical Bid cum Application
Form for a particular Bidder, the details as per the Bid file received from the Stock Exchanges shall be taken as the final data
for the purpose of Allotment.
385ISSUE PROCEDURE
All Bidders should read the General Information Document which highlights the key rules, processes and procedures applicable
to public issues in general in accordance with the provisions of the Companies Act, the SCRA, the SCRR and the SEBI ICDR
Regulations which is part of the Abridged Prospectus accompanying the Bid cum Application Form. The General Information
Document is available on the websites of the Stock Exchanges and the BRLMs. Please refer to the relevant provisions of the
General Information Document which are applicable to the Issue, including in relation to the process for Bids by UPI Bidders.
The investors should note that the details and process provided in the General Information Document should be read along
with this section.
Additionally, all Bidders may refer to the General Information Document for information in relation to (i) category of investors
eligible to participate in the Issue; (ii) maximum and minimum Bid size; (iii) price discovery and allocation; (iv) payment
instructions for ASBA Bidders/Applicants; (v) issuance of CAN and Allotment in the Issue; (vi) general instructions (limited to
instructions for completing the Bid cum Application Form); (vii) Designated Date; (viii) disposal of applications and electronic
registration of bids; (ix) submission of Bid cum Application Form; (x) other instructions (limited to joint bids in cases of
individual, multiple bids and instances when an application would be rejected on technical grounds); (xi) applicable provisions
of the Companies Act, 2013 relating to punishment for fictitious applications; (xii) mode of making refunds; and (xiii) interest
in case of delay in Allotment or refund.
SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018 read with its circular no.
SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019, has introduced an alternate payment mechanism using Unified
Payments Interface (“UPI”) and consequent reduction in timelines for listing in a phased manner. From January 1, 2019, the
UPI Mechanism for RIBs applying through Designated Intermediaries was made effective along with the existing process and
existing timeline of T+6 days. (“UPI Phase I”). The UPI Phase I was effective until June 30, 2019.
With effect from July 1, 2019, SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019, read with
circular bearing number SEBI/HO/CFD/DIL2/CIR/P/2019/85 dated July 26, 2019 with respect to Bids by UPI Bidders through
Designated Intermediaries (other than SCSBs), the existing process of physical movement of forms from such Designated
Intermediaries to SCSBs for blocking of funds has been discontinued and only the UPI Mechanism for such Bids with existing
timeline of T+6 days was mandated for a period of three months or launch of five main board public issues, whichever is later
(“UPI Phase II”). Subsequently however, SEBI vide its circular no. SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November
8, 2019 extended the timeline for implementation of UPI Phase II till March 31, 2020. SEBI vide its circular no.
SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020, had decided to continue with the UPI Phase II till further notice.
The final reduced timeline of T+3 days for the UPI Mechanism for applications by UPI Bidders (“UPI Phase III”) and
modalities of the implementation of UPI Phase III was notified by SEBI vide its circular no.
SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023 and made effective on a voluntary basis for all issues opening on
or after September 1, 2023 and on a mandatory basis for all issues opening on or after December 1, 2023. Accordingly, the
Issue will be undertaken pursuant to the processes and procedures under UPI Phase III on mandatory T+3 listing basis, subject
to any circulars, clarification or notification issued by the SEBI from time to time.
Further, SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2021/2480/1/M dated March 16, 2021, as amended pursuant to
SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2021/570 dated June 2, 2021 and SEBI circular no.
SEBI/HO/CFD/DIL2/CIR/P/2022/51 dated April 20, 2022 and SEBI circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated
August 9, 2023, had introduced certain additional measures for streamlining the process of initial public offers and redressing
investor grievances. Subsequently, vide the SEBI RTA Master Circular 2025, consolidated the aforementioned circulars
(excluding SEBI circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023) to the extent relevant for RTAs, and
rescinded these circulars (excluding and SEBI circular no. SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023) to
extent applicable to RTAs.
Pursuant to its circular SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 5, 2022, the SEBI has increased the UPI limit from
₹200,000 to ₹500,000 for all the individual investors applying in public issues and such individual bidders applying in initial
public offerings (opening on or after May 1, 2022) whose application sizes are up to ₹500,000 shall use the UPI Mechanism.
Pursuant to SEBI circular no. SEBI/HO/CFD/DIL2/P/CIR/2022/75 dated May 30, 2022, applications made using the ASBA
facility in initial public offerings shall be processed only after application monies are blocked in the bank accounts of investors
(all categories). These circulars are effective for initial public offers opening on/or after May 1, 2021, and the provisions of
these circulars, as amended, are deemed to form part of this Red Herring Prospectus.
In terms of Regulation 23(5) of SEBI ICDR Regulations, the timelines and processes mentioned in SEBI circular no.
SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023, shall continue to form part of the agreements being signed
between the intermediaries involved in the public issuance process and in terms of Regulation 52 of SEBI ICDR Regulations,
the lead managers shall continue to coordinate with intermediaries involved in the said process.
In case of any delay in unblocking of amounts in the ASBA Accounts (including amounts blocked through the UPI Mechanism)
exceeding two Working Days from the Bid/Issue Closing Date, the Bidder shall be compensated in accordance with applicable
law. The Book Running Lead Managers shall, in their sole discretion, identify and fix the liability on such intermediary or entity
responsible for such delay in unblocking. Further, Investors shall be entitled to compensation in the manner specified in the
SEBI ICDR Master Circular, in case of delays in resolving investor grievances in relation to blocking/unblocking of funds.
386Bidders are advised to make their independent investigations and ensure that their Bids are submitted in accordance with
applicable laws and do not exceed the investment limits or maximum number of the Equity Shares that can be held by them
under applicable law or as specified in this Red Herring Prospectus and the Prospectus.
Book Building Procedure
This Issue is being made in terms of Rule 19(2)(b) of the SCRR read with Regulation 31 of the SEBI ICDR Regulations. The
Issue is being made through the Book Building Process and is in accordance with Regulation 6(2) of the SEBI ICDR
Regulations, wherein in terms of Regulation 32(2) of the SEBI ICDR Regulations, not less than 75% of the Net Issue shall be
allocated on a proportionate basis to QIBs, provided that our Company in consultation with the BRLMs, may allocate up to
60% of the QIB Portion to Anchor Investors at the Anchor Investor Allocation Price on a discretionary basis in accordance with
the SEBI ICDR Regulations, of which one-third shall be reserved for Mutual Funds, subject to valid Bids being received from
Mutual Funds at or above the Anchor Investor Allocation Price. In the event of under-subscription, or non-allotment in the
Anchor Investor Portion, the balance Equity Shares shall be added to the Net QIB Portion. Further, 5% of the Net QIB Portion
shall be available for allocation on a proportionate basis only to Mutual Funds, and the remainder of the Net 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 Issue Price. Further, subject to availability of Equity Shares in the respective
categories, not more than 15% of the Net Issue shall be available for allocation to Non-Institutional Bidders out of which (a)
one third of such portion shall be reserved for applicants with application size of more than ₹200,000 and up to ₹1,000,000;
and (b) two third of such 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-
Institutional Bidders and not more than 10% of the Net Issue shall be available for allocation to RIBs in accordance with the
SEBI ICDR Regulations, subject to valid Bids being received at or above the Issue Price, net of Employee Discount, if any.
Subject to valid Bids being received at or above the Issue Price, under-subscription, if any, in any category, except in the QIB
Portion, would be allowed to be met with spill over from any other category or combination of categories of Bidders at the
discretion of our Company in consultation with the BRLMs, and the Designated Stock Exchange subject to receipt of valid
Bids received at or above the Issue Price. Under-subscription, if any, in the QIB Portion, would not be allowed to be met with
spill-over from any other category or a combination of categories.
In accordance with Rule 19(2)(b) of the SCRR, the Issue will constitute at least [●]% of the post-Issue paid-up Equity Share
capital of our Company.
Bidders must ensure that their PAN is linked with Aadhaar and are in compliance with CBDT notification dated February 13,
2020 and press release dated June 25, 2021, read with press release dated September 17, 2021 and CBDT circular no. 7 of 2022,
dated March 30, 2022, read with press release dated March 28, 2023.
The Equity Shares, on Allotment, shall be traded only in the dematerialized segment of the Stock Exchanges.
Bidders should note that the Equity Shares will be Allotted to all successful Bidders only in dematerialised form. The Bid cum
Application Forms which do not have the details of the Bidders’ depository account, including DP ID, Client ID, PAN and UPI
ID (for UPI Bidders), shall be treated as incomplete and will be rejected. Bidders will not have the option of being Allotted
Equity Shares in physical form.
However, they may get the Equity Shares rematerialised subsequent to Allotment of the Equity Shares in the Issue,
subject to applicable laws.
Phased implementation of UPI Mechanism
SEBI has issued the UPI Circulars in relation to streamlining the process of public issue of, inter alia, equity shares. Pursuant
to the SEBI circular bearing number SEBI/HO/CFD/DIL2/CIR/P/2018/138 dated November 1, 2018, SEBI circular bearing
number SEBI/HO/CFD/DIL2/CIR/P/2019/50 dated April 3, 2019, SEBI circular bearing number
SEBI/HO/CFD/DIL2/CIR/P/2019/76 dated June 28, 2019, SEBI circular bearing number SEBI/HO/CFD/DIL2/CIR/P/2019/85
dated July 26, 2019, SEBI circular bearing number SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020 (“Previous
UPI Circulars”) and the UPI Circulars, the UPI Mechanism has been introduced in a phased manner as a payment mechanism
(in addition to mechanism of blocking funds in the account maintained with SCSBs under ASBA) for applications by UPI
Bidders through Designated Intermediaries with the objective to reduce the time duration from public issue closure to listing
from six Working Days to up to three Working Days. Considering the time required for making necessary changes to the
systems and to ensure complete and smooth transition to the UPI payment mechanism, the UPI Circulars and the Previous UPI
Circulars have introduced the UPI Mechanism in three phases in the following manner:
Phase I: This phase was applicable from January 1, 2019 until March 31, 2019 or floating of five main board public issues,
whichever was later. Subsequently, the timeline for implementation of Phase I was extended till June 30, 2019. Under this
phase, a RIB had the option to submit the ASBA Form with any of the Designated Intermediary and use his/ her UPI ID for the
purpose of blocking of funds. The time duration from public issue closure to listing continued to be six Working Days.
Phase II: This phase has become applicable from July 1, 2019 and was to initially continue for a period of three months or
floating of five main board public issues, whichever is later. SEBI vide its circular bearing number
387SEBI/HO/CFD/DCR2/CIR/P/2019/133 dated November 8, 2019 had extended the timeline for implementation of UPI Phase II
till March 31, 2020. Further, SEBI vide its circular no. SEBI/HO/CFD/DIL2/CIR/P/2020/50 dated March 30, 2020, decided to
continue Phase II of UPI with ASBA until further notice. Under this phase, submission of the ASBA Form along with details
of the bank account by RIBs through Designated Intermediaries (other than SCSBs) to SCSBs for blocking of funds was
discontinued and replaced by the UPI Mechanism. However, the time duration from public issue closure to listing continued to
be six Working Days during this phase.
Phase III: This phase has become applicable on a voluntary basis for all issues opening on or after September 1, 2023 and has
become applicable on a mandatory basis for all issues opening on or after December 1, 2023 vide SEBI circular bearing number
SEBI/HO/CFD/TPD1/CIR/P/2023/140 dated August 9, 2023 (“T+3 Notification”). In this phase, the time duration from public
issue closure to listing has been reduced to three Working Days. The Issue shall be undertaken pursuant to the processes and
procedures as notified in the T+3 Notification as applicable, subject to any circulars, clarification or notification issued by SEBI
from time to time, including any circular, clarification or notification which may be issued by SEBI. Accordingly, the Issue
will be undertaken pursuant to the processes and procedures under UPI Phase III on mandatory T+3 listing basis, subject to any
circulars, clarification or notification issued by the SEBI pursuant to the T+3 Notification.
All SCSBs offering facility of making application in public issues shall also provide facility to make application using UPI.
Our Company will be required to appoint one of the SCSBs as the Sponsor Bank(s) to act as a conduit between the Stock
Exchanges and NPCI in order to facilitate collection of requests and / or payment instructions of the UPI Bidders.
Pursuant to circular no. SEBI/HO/CFD/DIL2/P/CIR/P/2022/45 dated April 5, 2022 issued by SEBI, the bidding amount for
individual investors bidding under the Non-Institutional Portion was enhanced from ₹200,000 to ₹500,000. Individual investors
bidding under the Non-Institutional Portion bidding for more than ₹200,000 and up to ₹500,000, using the UPI Mechanism,
shall provide their UPI ID in the Bid-cum-Application Form for Bidding through Syndicate, sub-syndicate members, Registered
Brokers, RTAs or CDPs. Individual investors bidding up to ₹200,000 shall also have the option of submitting Bid-cum-
Application Form online using the facility of linked online trading, demat and bank account (3 in 1 type accounts), provided by
certain brokers.
Pursuant to the UPI Circulars, SEBI has set out specific requirements for redressal of investor grievances for applications that
have been made through the UPI Mechanism. The requirements of the UPI Circulars include, appointment of a nodal officer
by the SCSB and submission of their details to SEBI, the requirement for SCSBs to send SMS alerts for the blocking and
unblocking of UPI mandates, the requirement for the Registrar to submit details of cancelled, withdrawn or deleted applications,
and the requirement for the bank accounts of unsuccessful Bidders to be unblocked no later than one Working Day from the
date on which the Basis of Allotment is finalised. Failure to unblock the accounts within the timeline would result in the SCSBs
being penalised under the relevant securities law. Further, in terms of the UPI Circulars, the payment of processing fees to the
SCSBs shall be undertaken pursuant to an application made by the SCSBs to the BRLMs, and such application shall be made
only after (i) unblocking of application amounts for each application received by the SCSB has been fully completed, and (ii)
applicable compensation relating to investor complaints has been paid by the SCSB.
For further details, refer to the General Information Document available on the websites of the Stock Exchanges and the
BRLMs. Additionally, if there is any delay in the redressal of investors’ complaints, the post – Issue BRLM will be required to
compensate the concerned investor.
Bid cum Application Form
Copies of the Bid cum Application Form (other than for Anchor Investors) and the Abridged Prospectus will be available with
the Designated Intermediaries at the Bidding Centres, and our Registered Office. An electronic copy of the Bid cum Application
Form will also be available for download on the websites of the Stock Exchanges (www.nseindia.com and www.bseindia.com)
at least one day prior to the Bid/ Issue Opening Date.
All Bidders (other than Anchor Investors) shall mandatorily participate in the Issue only through the ASBA process, which
shall include the UPI Mechanism in case of UPI Bidders. Anchor Investors are not permitted to participate in the Issue through
the ASBA process.
UPI Bidders must provide the valid UPI ID in the relevant space provided in the Bid cum Application Form and the Bid cum
Application Forms that do not contain the UPI ID are liable to be rejected. Further, applications made using third party bank
account or using third party linked bank account UPI ID are liable to be rejected.
ASBA Bidders must provide either (i) the bank account details and authorisation to block funds in their respective ASBA
Accounts, or (ii) the UPI ID, as applicable in the relevant space provided in the ASBA Form. The ASBA Forms that do not
contain such details are liable to be rejected.
Since the Issue is made under UPI Phase III, ASBA Bidders may submit the ASBA Form in the manner below:
(i) UPI Bidders may submit their ASBA Forms with the Syndicate, sub-syndicate members, Registered Brokers, RTAs
or CDPs, or online using the facility of linked online trading, demat and bank account (3 in 1 type accounts), provided
by certain brokers.
388(ii) QIBs and Non-Institutional Bidders (other than Non-Institutional Bidders using UPI Mechanism) may submit their
ASBA Forms with SCSBs, Syndicate, sub-syndicate members, Registered Brokers, RTAs or CDPs.
The ASBA Bidders, including UPI Bidders, shall ensure that they have sufficient balance in their bank accounts to be blocked
through ASBA for their respective Bid as the application made by a Bidder shall only be processed after the Bid amount is
blocked in the ASBA account of the Bidder pursuant to the SEBIICDR Master Circular.
ASBA Bidders shall ensure that the Bids are made on ASBA Forms bearing the stamp of the Designated Intermediary, submitted
at the Bidding Centres only (except in case of electronic ASBA Forms) and the ASBA Forms not bearing such specified stamp
are liable to be rejected. UPI Bidders, may submit their ASBA Forms, including details of their UPI IDs, with the Syndicate,
sub-syndicate members, Registered Brokers, RTAs or CDPs. RIBs authorising an SCSB to block the Bid Amount in the ASBA
Account may submit their ASBA Forms with the SCSBs (except UPI Bidders). ASBA Bidders must ensure that the ASBA
Account has sufficient credit balance such that an amount equivalent to the full Bid Amount can be blocked by the SCSB or
the Sponsor Bank(s), as applicable at the time of submitting the Bid.
UPI Bidders bidding through UPI Mechanism must provide the UPI ID in the relevant space provided in the Bid cum
Application Form.
Anchor Investors are not permitted to participate in the Issue through the ASBA process. For Anchor Investors, the Anchor
Investor Application Form will be available with the BRLMs.
The prescribed colour of the Bid cum Application Form for the various categories is as follows:
Category Colour of Bid cum
Application Form*
Resident Indians, including resident QIBs, Non-Institutional Bidders, Retail Individual Bidders and Eligible NRIs White
applying on a non-repatriation basis
Non-Residents including Eligible NRIs, FPIs or FVCIs multilateral and bilateral development financial Blue
institutions applying on a repatriation basis
Anchor Investors White
Eligible Employees Bidding in the Employee Reservation Portion Pink
BEL Shareholder Bidding in the BEL Shareholders Reservation Portion Green
* Excluding electronic Bid cum Application Forms
Notes:
(1) Electronic Bid cum Application forms and the Abridged Prospectus will also be available for download on the websites of the Stock Exchanges
(www.nseindia.com and www.bseindia.com).
(2) Anchor Investor Application Forms shall be available at the offices of the BRLMs.
In case of ASBA Forms, the relevant Designated Intermediaries (other than SCSBs) shall submit/deliver the ASBA Forms to
the respective SCSB, where the Bidder has a bank account and shall not submit it to any non-SCSB bank or any Escrow
Collection Bank(s). Further, the Designated Intermediaries shall upload the relevant Bid details (including UPI ID in case of
ASBA Forms under the UPI Mechanism) in the electronic bidding system of the Stock Exchanges and the Stock Exchanges
validate the electronic bids with the records of the CDP for DP ID/Client ID and PAN, on a real time basis and bring
inconsistencies to the notice of the relevant Designated Intermediaries, for rectification and re-submission within the time
specified by Stock Exchanges. The Stock Exchanges shall accept the ASBA applications in their electronic bidding system only
with a mandatory confirmation on application monies blocked. For UPI Bidders, the Stock Exchanges shall allow modification
of either DP ID/Client ID or PAN ID, bank code and location code in the Bid details already uploaded. The Stock Exchanges
shall share the Bid details (including UPI ID) with the Sponsor Bank(s) on a continuous basis to enable the Sponsor Bank(s) to
initiate UPI Mandate Request to UPI Bidders for blocking of funds.
The Sponsor Bank(s) shall initiate request for blocking of funds through NPCI to UPI Bidders, who shall accept the UPI
Mandate Request for blocking of funds on their respective mobile applications associated with UPI ID linked bank account.
The NPCI shall maintain an audit trail for every Bid entered in the Stock Exchanges bidding platform, and the liability to
compensate the UPI Bidders in case of failed transactions shall be with the concerned entity (i.e., the Sponsor Bank(s) or NPCI)
at whose end the lifecycle of the transaction has come to a halt. The NPCI shall share the audit trail of all disputed transactions/
investor complaints to the Sponsor Bank(s) and the issuer bank. The Sponsor Bank(s) and the Bankers to the Issue shall provide
the audit trail to the Book Running Lead Managers for analysing the same and fixing liability.
The Sponsor Bank(s) will undertake a reconciliation of Bid responses received from Stock Exchanges and sent to NPCI and
will also ensure that all the responses received from NPCI are sent to the Stock Exchanges platform with detailed error code
and description, if any. Further, the Sponsor Bank(s) will undertake reconciliation of all Bid requests and responses throughout
their lifecycle on daily basis and share reports with the Book Running Lead Managers in the format and within the timelines as
specified under the SEBI UPI Circulars. Sponsor Bank(s) shall download UPI settlement files and raw data files from the NPCI
portal after every settlement cycle and do a three-way reconciliation with Banks UPI switch data, CBS data and UPI raw data.
NPCI is to coordinate with issuer banks and Sponsor Bank(s) on a continuous basis.
For ensuring timely information to investors, SCSBs shall send SMS alerts for mandate block and unblock including details
specified in the SEBI ICDR Master Circular. For all pending UPI Mandate Requests, the Sponsor Bank(s) shall initiate requests
for blocking of funds in the ASBA Accounts of relevant Bidders with a confirmation cut-off time of 5:00 pm IST on the
389Bid/Issue Closing Date (“Cut-Off Time”) in accordance with BSE Circular No:20220803-40 and NSE Circular No:25/2022,
each dated August 3, 2022. Accordingly, UPI Bidders should accept UPI Mandate Requests for blocking off funds prior to the
Cut-Off Time and all pending UPI Mandate Requests at the Cut-Off Time shall lapse. Further, modification/cancellation of
Bids (if any) shall be allowed in parallel during the Bid/Issue Period until the Cut-Off Time.
The Sponsor Bank(s) shall host a web portal for Intermediaries (closed user group) from the date of Bid/ Issue Opening Date
until the date of listing of the Equity Shares with details of statistics of mandate blocks/unblocks, performance of apps and UPI
handles, down-time/network latency (if any) across intermediaries and any such processes having an impact/bearing on the
Issue Bidding process.
The processing fees for applications made by the UPI Bidders using the UPI Mechanism may be released to the SCSBs only
after such SCSBs provide a written confirmation in compliance with the SEBI RTA Master Circular 2025, in a format prescribed
by SEBI or applicable law.
Pursuant to BSE Circular No:20220803-40 and NSE circular No:25/2022, both dated August 3, 2022, the following is applicable
to all initial public offers opening on or after September 1, 2022:
a. Cut-off time for acceptance of UPI Mandate shall be up to 5:00 pm on the initial public offer closure date and existing
process of UPI bid entry by syndicate members, registrars to the offer and depository participants shall continue till further
notice.
b. There shall be no T+1 mismatch modification session for PAN-DP mismatch and bank/ location code on T+1 day for
already uploaded bids. The dedicated window provided for mismatch modification on T+1 day shall be discontinued.
c. Bid entry and modification/ cancellation (if any) shall be allowed in parallel to the regular bidding period up to 5:00 pm
on the initial public offer closure day.
d. Exchanges shall display bid details of only successful ASBA blocked applications i.e. Application with latest status as RC
100 – Block Request Accepted by Investor/ Client.
Electronic registration of Bids
a) The Designated Intermediary may register the Bids using the on-line facilities of the Stock Exchanges. The Designated
Intermediaries can also set up facilities for off-line electronic registration of Bids, subject to the condition that they
may subsequently upload the off-line data file into the on-line facilities for Book Building on a regular basis before
the closure of the Issue, subject to applicable laws.
b) On the Bid/Issue Closing Date, the Designated Intermediaries may upload the Bids until such time as may be permitted
by the Stock Exchanges and as disclosed in this Red Herring Prospectus.
c) Only Bids that are uploaded on the Stock Exchanges platform are considered for allocation/Allotment. The Designated
Intermediaries are given until 5:00 pm IST on the Bid/Issue Closing Date to modify select fields uploaded in the Stock
Exchange Platform during the Bid/Issue Period after which the Stock Exchange(s) send the bid information to the
Registrar to the Issue for further processing.
d) QIBs and NIBs can neither revise their bids downwards nor cancel/withdraw their bids.
Participation by Promoter and Promoter Group of the Company, the BRLMs, associates and affiliates of the BRLMS
and the Syndicate Members
The BRLMs and the Syndicate Members shall not be allowed to purchase or subscribe to the Equity Shares in this Issue in any
manner, except towards fulfilling their underwriting obligations. However, the associates and affiliates of the BRLMs and the
Syndicate Members may Bid for Equity Shares in the Issue, either in the QIB Portion or in the Non-Institutional Portion as may
be applicable to such Bidders, where the allocation is on a proportionate basis or in any other manner as introduced under
applicable laws and such subscription may be on their own account or on behalf of their clients. All categories of investors,
including associates or affiliates of the BRLMs and Syndicate Members, shall be treated equally for the purpose of allocation
to be made on a proportionate basis.
Neither (i) the BRLMs or any associates of the BRLMs (except Mutual Funds sponsored by entities which are associates of the
BRLMs or insurance companies promoted by entities which are associate of BRLMs or AIFs sponsored by the entities which
are associate of the BRLMs or FPIs other than individuals, corporate bodies and family offices which are associates of the
BRLMs) or pension fund sponsored by entities which are associate of the BRLMs nor; (ii) any person related to the Promoter
or Promoter Group shall apply in the Issue under the Anchor Investor Portion.
Our Promoter shall not participate by applying for Equity Shares in the Issue. Further, persons related to the Promoter and
Promoter Group shall not apply in the Issue under the Anchor Investor Portion. A QIB who has any of the following rights in
relation to the Company shall also be deemed to be a person related to the Promoter or Promoter Group of our Company:
For the purposes of this section, a QIB who has any of the following rights shall be deemed to be a “person related to the
Promoter or Promoter Group”: (a) rights under a shareholders’ agreement or voting agreement entered into with the Promoter
or Promoter Group; (b) veto rights; or (c) right to appoint any nominee director on our Board.
390Further, an Anchor Investor shall be deemed to be an associate of the BRLMs, if: (a) either of them controls, directly or
indirectly through its subsidiary or holding company, not less than 15% of the voting rights in the other; or (b) either of them,
directly or indirectly, by itself or in combination with other persons, exercises control over the other; or (c) there is a common
director, excluding a nominee director, amongst the Anchor Investor and the BRLMs.
Bids by Mutual Funds
With respect to Bids by Mutual Funds, a certified copy of their SEBI registration certificate must be lodged along with the Bid
cum Application Form. Failing this, our Company in consultation with the Book Running Lead Managers reserve the right to
reject any Bid without assigning any reason thereof, subject to applicable law.
Bids made by asset management companies or custodians of Mutual Funds shall specifically state names of the concerned
schemes for which such Bids are made.
In case of a Mutual Fund, a separate Bid can be made in respect of each scheme of the Mutual Fund registered with SEBI and
such Bids in respect of more than one scheme of the Mutual Fund will not be treated as multiple Bids provided that the Bids
clearly indicate the scheme concerned for which the Bid has been made.
No Mutual Fund scheme shall invest more than 10% of its NAV in equity shares or equity related instruments of any single
company provided that the limit of 10% shall not be applicable for investments in case of index funds or sector or industry
specific schemes. No Mutual Fund under all its schemes should own more than 10% of any company’s paid-up share capital
carrying voting rights.
Bids by Eligible Employees
The Bid must be for a minimum of [●] Equity Shares of face value ₹10 each and in multiples of [●] Equity Shares of face value
₹10 each thereafter so as to ensure that the Bid Amount payable by the Eligible Employee does not exceed ₹500,000 (net of the
Employee Discount, if any).
However, the initial allocation to an Eligible Employee in the Employee Reservation Portion shall not exceed ₹200,000 (net of
the Employee Discount, if any). Allotment in the Employee Reservation Portion will be as detailed in the section “Issue
Structure” on page 382.
However, Allotments to Eligible Employees in excess of ₹200,000 (net of the Employee Discount, if any) shall be considered
on a proportionate basis, in the event of under-subscription in the Employee Reservation Portion, subject to the total Allotment
to an Eligible Employee not exceeding ₹500,000 (net of the Employee Discount, if any). Subsequent under-subscription, if any,
in the Employee Reservation Portion shall be added back to the Net Issue. Eligible Employees Bidding in the Employee
Reservation Portion may Bid at the Cut-off Price (net of the Employee Discount, if any).
Bids under the Employee Reservation Portion by Eligible Employees shall be:
i. Made only in the prescribed Bid cum Application Form or Revision Form (i.e. pink colour form).
ii. Only Eligible Employees (excluding such other persons not eligible under applicable laws, rules, regulations and
guidelines) would be eligible to apply in this Issue under the Employee Reservation Portion.
iii. In case of joint bids, the Sole Bidder or the First Bidder shall be the Eligible Employee.
iv. Bids by Eligible Employees may be made at Cut-off Price.
v. Only those Bids, which are received at or above the Issue Price would be considered for allocation under this
portion.
vi. The Bids must be for a minimum of [●] Equity Shares of face value ₹10 each and in multiples of [●] Equity Shares
of face value ₹10 each thereafter so as to ensure that the Bid Amount payable by the Eligible Employee subject to
a maximum Bid Amount of ₹500,000 (net of the Employee Discount, if any).
vii. Eligible Employees bidding in the Employee Reservation Portion can Bid through the UPI mechanism
viii. If the aggregate demand in this portion is less than or equal to [●] Equity Shares of face value ₹10 each at or above
the Issue Price, full allocation shall be made to the Eligible Employees to the extent of their demand.
ix. Bids by Eligible Employees in the Employee Reservation Portion and in the Net Issue portion shall not be treated
as multiple Bids. Our Company reserves the right to reject, in its absolute discretion, all or any multiple Bids in
any or all categories.
x. Eligible Employees should mention their employee number at the relevant place in the Bid cum Application Form
or Revision Form.
In the event of under-subscription in the Employee Reservation Portion, the unsubscribed portion will be available for allocation
and Allotment, proportionately to all Eligible Employees who have Bid in excess of ₹200,000 (net of the Employee Discount,
if any), subject to the maximum value of Allotment made to such Eligible Employee not exceeding ₹500,000 (net of the
Employee Discount, if any).
If the aggregate demand in this portion is greater than [●] Equity Shares of face value ₹10 each at or above the Issue Price the
allocation shall be made on a proportionate basis. For the method of proportionate basis of Allotment, see “Issue Procedure”
on page 386.
391Bids by BEL Shareholders
Bids under the BEL Shareholders Reservation Portion shall be subject to the following:
i. Only BEL Shareholders as at the date of this Red Herring Prospectus would be eligible to apply in this Issue under the
BEL Shareholders Reservation Portion.
ii. In case of joint Bids, the sole / first bidder shall be an Eligible Shareholder.
iii. Only those Bids, which are received at or above the Issue Price, would be considered under this category.
iv. The Bids must be for a minimum of [●] Equity Shares and in multiples of [●] Equity Shares thereafter.
v. Bids by BEL Shareholders in the BEL Shareholders Reservation Portion (subject to Bid Amount being up to ₹200,000)
and in the Net Issue portion shall not be treated as multiple Bids. To clarify an Eligible Shareholder bidding in the
BEL Shareholders Reservation Portion above ₹200,000 cannot Bid in the Net Issue as such Bids will be treated as
multiple Bids. Further, bids by BEL Shareholders in BEL Shareholders Reservation Portion (subject to Bid Amount
being up to ₹200,000) and in the Employee Reservation Portion (as Eligible Employees), shall not be treated as
multiple Bids. Therefore, BEL Shareholders bidding in the BEL Shareholders Reservation Portion (subject to the Bid
Amount being up to ₹200,000) and bidding in the Employee Reservation Portion (as Eligible Employees) can also Bid
under the Net Issue and such Bids will not be treated as multiple Bids. Our Company reserves the right to reject, in its
absolute discretion, all or any multiple Bids in any or all categories.
vi. If the aggregate demand in this category is less than or equal to [●] Equity Shares at or above the Issue Price, full
allocation shall be made to the BEL Shareholders to the extent of their demand.
vii. Under-subscription, if any, in any category including the BEL Shareholders Reservation Portion and the Employee
Reservation Portion, except in the QIB Portion, would be allowed to be met with spill over from any other category or
a combination of categories at the discretion of our Company in consultation with the BRLMs and the Designated
Stock Exchange.
viii. BEL Shareholders Bidding under the BEL Shareholders Reservation Portion (subject to the Bid Amount being up to
₹200,000) are entitled to Bid at the Cut-off Price.
ix. If the aggregate demand in this category is greater than [●] Equity Shares of face value ₹10 each at or above the Issue
Price, the allocation shall be made on a proportionate basis.
Bids by Eligible NRIs
Eligible NRIs Bidding on non-repatriation basis are advised to use the Bid cum Application Form for residents (white in colour).
Eligible NRIs Bidding on a repatriation basis are advised to use the Bid cum Application Form meant for Non-Residents (blue
in colour). Only Bids accompanied by payment in Indian Rupees or freely convertible foreign exchange will be considered for
Allotment.
Eligible NRIs may obtain copies of Bid cum Application Form from the Designated Intermediaries. Eligible NRI Bidders
Bidding on a repatriation basis by using the Non-Resident Forms should authorise their respective SCSB (if they are Bidding
directly through the SCSB) or confirm or accept the UPI Mandate Request (in case of UPI Bidders) to block their NRE accounts,
or foreign currency non-resident accounts, and eligible NRI Bidders Bidding on a non-repatriation basis by using Resident
Forms should authorize their respective SCSBs (if they are Bidding directly through SCSB) or confirm or accept the UPI
Mandate Request (in case of UPI Bidders) to block their NRO accounts for the full Bid Amount, at the time of the submission
of the Bid cum Application Form. Eligible NRIs applying on a non-repatriation basis in the Issue through the UPI Mechanism
are advised to enquire with their relevant bank, whether their account is UPI linked, prior to submitting a Bid cum Application
Form.
Participation of Eligible NRIs in the Issue shall be subject to compliance with the FEMA NDI Rules. In accordance with the
FEMA NDI Rules, the total holding by any individual NRI, on a repatriation basis, shall not exceed 5% of the total paid-up
Equity Share capital on a fully diluted basis or shall not exceed 5% of the paid-up value of each series of debentures or
preference shares or share warrants issued by an Indian company and the total holdings of all NRIs and OCIs put together shall
not exceed 10% of the total paid-up Equity Share capital on a fully diluted basis or shall not exceed 10% of the paid-up value
of each series of debentures or preference shares or share warrant. Provided that the aggregate ceiling of 10% may be raised to
24% if a special resolution to that effect is passed by the general body of the Indian company.
NRIs will be permitted to apply in the Issue through Channel I or Channel II (as specified in the UPI Circulars). Further, subject
to applicable law, NRIs may use Channel IV (as specified in the UPI Circulars) to apply in the Issue, provided the UPI facility
is enabled for their NRE/ NRO accounts.
For further details of restrictions on investment by NRIs, see “Restrictions on Foreign Ownership of Indian Securities”
beginning on page 404.
Participation of Eligible NRIs in the Issue shall be subject to the FEMA NDI Rules. Only Bids accompanied by payment in
Indian rupees or fully converted foreign exchange will be considered for Allotment.
Bids by HUFs
Bids by Hindu Undivided Families or HUFs should be made, in the individual name of the Karta. The Bidder/Applicant should
specify that the Bid is being made in the name of the HUF in the Bid-cum-Application Form/Application Form as follows:
392“Name of sole or first Bidder/applicant: XYZ Hindu Undivided Family applying through XYZ, where XYZ is the name of the
Karta”. Bids by HUFs will be considered at par with Bids from individuals.
Bids by FPIs
An FPI may purchase or sell equity shares of an Indian company which is listed or to be listed on a recognised stock exchange
in India, and/or may purchase or sell securities other than equity instruments.
FPIs are permitted to participate in the Issue subject to compliance with conditions and restrictions which may be specified by
the Government from time to time.
In terms of the SEBI FPI Regulations, the investment in Equity Shares by a single FPI or an investor group (which means
multiple entities registered as FPIs and directly or indirectly having common ownership of more than 50% or common control)
must be below 10% of our post-Issue paid-up Equity Share capital on a fully diluted basis. Further, in terms of the FEMA NDI
Rules, the total holding by each FPI (or an investor group) shall be less than 10% of the total paid-up Equity Share capital of
our Company on a fully diluted basis and the aggregate limit for FPI investments shall be sectoral caps applicable to our
Company, which is 100% of the total paid-up Equity Share capital of our Company.
In terms of the FEMA NDI Rules, for calculating the aggregate holding of FPIs in a company, holding of all registered FPIs
shall be included.
In case the total holding of an FPI increases beyond 10% of the total paid-up Equity Share capital, or 10% or more of the paid-
up value of any series of debentures or preference shares or share warrants issued that may be issued by our Company, the total
investment made by the FPI will be re-classified as FDI subject to the conditions as specified by SEBI and the RBI in this
regard and our Company and the investor will be required to comply with applicable reporting requirements.
In case of Bids made by FPIs, a certified copy of the certificate of registration issued under the SEBI FPI Regulations is required
to be attached to the Bid cum Application Form, failing which our Company reserves the right to reject any Bid without
assigning any reason. FPIs who wish to participate in the Issue are advised to use the Bid cum Application Form for Non-
Residents (blue in colour).
As specified in the General Information Document, it is hereby clarified that Bids received from FPIs bearing the same PAN
shall be treated as multiple Bids and are liable to be rejected, except for Bids from FPIs that utilize the multiple investment
manager structure in accordance with the Operational Guidelines for Foreign Portfolio Investors and Designated Depository
Participants issued to facilitate implementation of SEBI FPI Regulations (“MIM Structure”), provided such Bids have been
made with different beneficiary account numbers, Client IDs and DP IDs. Accordingly, it should be noted that multiple Bids
received from FPIs, who do not utilize the MIM Structure, and bear the same PAN, are liable to be rejected. In order to ensure
valid Bids, FPIs making multiple Bids using the same PAN, and with different beneficiary account numbers, Client IDs and
DP IDs, are required to provide a confirmation along with each of their Bid cum Application Forms that the relevant FPIs
making multiple Bids utilize the MIM Structure and indicate the name of their respective investment managers in such
confirmation. In the absence of such confirmation from the relevant FPIs, such multiple Bids are liable to be rejected. Further,
in the following cases, the bids by FPIs may not be considered as multiple Bids: involving (i) the MIM Structure and indicating
the name of their respective investment managers in such confirmation; (ii) ODI which have obtained separate FPI registration
for ODI and proprietary derivative investments; (iii) sub funds or separate class of investors with segregated portfolio who
obtain separate FPI registration; (iv) FPI registrations granted at investment strategy level/sub fund level where a collective
investment scheme or fund has multiple investment strategies/sub-funds with identifiable differences and managed by a single
investment manager; (v) multiple branches in different jurisdictions of foreign bank registered as FPIs; (vi) Government and
Government related investors registered as Category 1 FPIs; and (vii) Entities registered as Collective Investment Scheme
having multiple share classes.
To ensure compliance with the above requirement, SEBI, pursuant to its circular dated July 13, 2018, has directed that at the
time of finalisation of the Basis of Allotment, the Registrar shall (i) use the PAN issued by the Income Tax Department of India
for checking compliance for a single FPI; and (ii) obtain validation from Depositories for the FPIs who have invested in the
Issue to ensure there is no breach of the investment limit, within the timelines for Issue procedure, as prescribed by SEBI from
time to time.
Subject to compliance with all applicable Indian laws, rules, regulations, guidelines and approvals in terms of Regulation 21 of
the SEBI FPI Regulations, an FPI, may issue, subscribe to or otherwise deal in offshore derivative instruments (as defined under
the SEBI FPI Regulations as any instrument, by whatever name called, which is issued overseas by a FPI against securities held
by it in India, as its underlying) directly or indirectly, only in the event (i) such offshore derivative instruments are issued only
by persons registered as Category I FPIs; (ii) such offshore derivative instruments are issued only to persons eligible for
registration as Category I FPIs; (iii) such offshore derivative instruments are issued after compliance with ‘know your client’
norms; and (iv) such other conditions as may be specified by SEBI from time to time.
An FPI issuing ODI is also required to ensure that any transfer of ODIs by or on its behalf, is carried out subject to inter alia
the following conditions:
393(a) such offshore derivative instruments are transferred only to persons in accordance with Regulation 21(1) of the SEBI
FPI Regulations; and
(b) prior consent of the FPI is obtained for such transfer, except when the persons to whom the ODIs are to be transferred
to are pre-approved by the FPI.
Participation of FPIs in the Issue shall be subject to the FEMA NDI Rules.
Please note that in terms of the General Information Document, the maximum Bid by any Bidder including QIB Bidder should
not exceed the investment limits prescribed for them under applicable laws. Further, multiple Bids by an FPI Bidder utilising
the MIM Structure shall be aggregated for determining the permissible maximum Bid. Further, please note that as disclosed in
this Red Herring Prospectus read with the General Information Document, Bid Cum Application Forms are liable to be rejected
in the event that the Bid in the Bid cum Application Form “exceeds the Issue size and/or investment limit or maximum number
of the Equity Shares that can be held under applicable laws or regulations or maximum amount permissible under applicable
laws or regulations, or under the terms of this Red Herring Prospectus.”
For example, an FPI must ensure that any Bid by a single FPI and/ or an investor group (which means the same multiple entities
having common ownership directly or indirectly of more than 50% or common control) (collective, the “FPI Group”) shall be
below 10% of the total paid-up Equity Share capital of our Company. Any Bids by FPIs and/ or the FPI Group (including but
not limited to (a) FPIs Bidding through the MIM Structure; or (b) FPIs with separate registrations for offshore derivative
instruments and proprietary derivative instruments) for 10% or more of our total paid-up post-Issue Equity Share capital shall
be liable to be rejected. For details, please see, “Restrictions on Foreign Ownership of Indian Securities” on page 404.
Bids under power of attorney
In case of Bids made pursuant to a power of attorney or by limited companies, corporate bodies, registered societies, eligible
FPIs, AIFs, Mutual Funds, insurance companies, NBFC-ND-SI, insurance funds set up by the army, navy or air force of India,
insurance funds set up by the Department of Posts, India or the National Investment Fund and provident funds with a minimum
corpus of ₹250,000,000 and pension funds with a minimum corpus of ₹250,000,000, registered with the Pension Fund
Regulatory and Development Authority established under sub-section (1) of section 3 of the Pension Fund Regulatory and
Development Authority Act, 2013 (in each case, subject to applicable law and in accordance with their respective constitutional
documents), a certified copy of the power of attorney or the relevant resolution or authority, as the case may be, along with a
certified copy of the memorandum of association and articles of association and/or bye laws, as applicable must be lodged along
with the Bid cum Application Form. Failing this, our Company, in consultation with the BRLMs, reserves the right to accept
or reject any Bid in whole or in part, in either case, without assigning any reasons thereof.
Our Company in consultation with the BRLMs in their absolute discretion, reserve the right to relax the above condition of
simultaneous lodging of the power of attorney along with the Bid cum Application Form, subject to such terms and conditions
that our Company, in consultation with the BRLMs, may deem fit.
Bids by SEBI registered VCFs, AIFs and FVCIs
The SEBI FVCI Regulations as amended, inter alia, prescribe the investment restrictions on VCFs, and FVCIs registered with
SEBI. Further, the SEBI AIF Regulations prescribe, amongst others, the investment restrictions on AIFs. Accordingly, the
holding in any company by any individual VCF or FVCI registered with SEBI should not exceed 25% of the corpus of the VCF
or FVCI. Further, subject to FEMA NDI Rules, VCFs and FVCIs can invest only up to 33.33% of the investible funds in various
prescribed instruments, including in public offerings.
Category I AIFs and Category II AIFs cannot invest more than 25% of the investible funds in an investee company directly or
through investment in the units of other AIF. A Category III AIFs cannot invest more than 10% of the investible funds in an
investee company directly or through investment in the units of other AIF. A VCF registered as a Category I AIF, as defined in
the SEBI AIF Regulations, cannot invest more than one-third of its investible funds by way of subscription to an initial public
offering of a venture capital undertaking. Pursuant to the repeal of the SEBI VCF Regulations, the VCFs which have not re-
registered as an AIF under the SEBI AIF Regulations shall continue to be regulated by the SEBI VCF Regulations until the
existing fund or scheme managed by the fund is wound up and such fund shall not launch any new scheme after the notification
of the SEBI AIF Regulations. Our Company and the Book Running Lead Managers will not be responsible for loss, if any,
incurred by the Bidder on account of conversion of foreign currency.
Participation of VCFs, AIFs or FVCIs in the Issue shall be subject to the FEMA NDI Rules.
All non-resident investors should note that refunds (in case of Anchor Investors), dividends and other distributions, if
any, will be payable in Indian Rupees only and net of bank charges and commission.
Bids by limited liability partnerships
In case of Bids made by limited liability partnerships registered under the Limited Liability Partnership Act, 2008, a certified
copy of certificate of registration issued under the Limited Liability Partnership Act, 2008, must be attached to the Bid cum
Application Form. Failing this, our Company in consultation with the BRLMs reserves the right to reject any Bid without
394assigning any reason thereof.
Bids by banking companies
In case of Bids made by banking companies registered with RBI, certified copies of: (i) the certificate of registration issued by
RBI, and (ii) the approval of such banking company’s investment committee are required to be attached to the Bid cum
Application Form, failing which our Company in consultation with the BRLMs reserves the right to reject any Bid without
assigning any reason thereof.
The investment limit for banking companies in non-financial services companies as per the Banking Regulation Act, 1949, as
amended (“Banking Regulation Act”). And the Master Direction–- Reserve Bank of India (Financial Services provided by
Banks) Directions, 2016, as amended, is 10% of the paid-up share capital of the investee company, not being its subsidiary
engaged in non-financial services, or 10% of the banking company’s own paid-up share capital and reserves, whichever is less.
Further, the aggregate investment by a banking company in subsidiaries and other entities engaged in financial and non-financial
services, including overseas investment, cannot exceed 20% of the bank’s paid-up share capital and reserves. However, a
banking company would be permitted to invest in excess of 10% but not exceeding 30% of the paid-up share capital of such
investee company, subject to prior approval of the RBI, if (i) the investee company is engaged in non-financial activities
permitted for banking companies in terms of Section 6(1) of the Banking Regulation Act; and (ii) the additional acquisition is
through restructuring of debt, or to protect the banking company’s interest on loans/investments made to a company. No banking
company, along with its subsidiaries, associates or joint ventures or entities directly or indirectly controlled by the bank and
mutual funds managed by asset management companies controlled by the bank, shall be allowed to hold more than 20% of the
investee company’s paid up share capital engaged in non-financial services. However, this cap doesn’t apply to the cases
mentioned in (i) and (ii) above. Further, a banking company shall not be allowed to make any investment in Category III AIFs
and any investment by a bank’s subsidiary in a Category III AIF shall be restricted to the regulatory minima prescribed by
SEBI.
The banking company is required to submit a time-bound action plan for disposal of such shares within a specified period to
RBI. A banking company would require a prior approval of RBI to make investment in a (i) subsidiary or a financial services
company that is not a subsidiary (with certain exceptions prescribed); (ii) non-financial services company in excess of 10% of
such investee company’s paid-up share capital as stated in para 5(a)(v)(c)(i) of the Master Direction–- Reserve Bank of India
(Financial Services provided by Banks) Directions, 2016, as amended; and (iii)_investment of more than 10% of the paid-up
capital / unit capital in a Category I AIF or Category II AIF.
Bids by SCSBs
SCSBs participating in the Issue are required to comply with the terms of the circulars bearing numbers CIR/CFD/DIL/12/2012
and CIR/CFD/DIL/1/2013 dated September 13, 2012 and January 2, 2013, respectively, issued by SEBI. Such SCSBs are
required to ensure that for making applications on their own account using ASBA, they should have a separate account in their
own name with any other SEBI registered SCSBs. Further, such account shall be used solely for the purpose of making
application in public issues and clear demarcated funds should be available in such account for such Bids.
Bids by insurance companies
In case of Bids made by insurance companies registered with the IRDAI, a certified copy of certificate of registration issued by
IRDAI must be attached to the Bid cum Application Form. Failing this, our Company in consultation with the BRLMs reserve
the right to reject any Bid without assigning any reason thereof, subject to applicable law.
The exposure norms for insurers are prescribed under the Insurance Regulatory and Development Authority of India
(Investment) Regulations, 2016, as amended (“IRDAI Investment Regulations”), based on investments in the equity shares
of a company, the entire group of the investee company and the industry sector in which the investee company operates.
Insurance companies participating in the Issue are advised to refer to the IRDAI Investment Regulations for specific investment
limits applicable to them and shall comply with all applicable regulations, guidelines and circulars issued by IRDAI from time
to time.
Bids by provident funds/pension funds
In case of Bids made by provident funds/pension funds with minimum corpus of ₹250,000,000, registered with the Pension
Fund Regulatory and Development Authority established under sub-section (1) of section 3 of the Pension Fund Regulatory
and Development Authority Act, 2013, subject to applicable law, a certified copy of a certificate from a chartered accountant
certifying the corpus of the provident fund/pension fund must be attached to the Bid cum Application Form. Failing this, our
Company in consultation with the BRLMs reserves the right to reject any Bid, without assigning any reason thereof.
Bids by systemically important non-banking financial companies
In case of Bids made by Systemically Important NBFCs registered with RBI, certified copies of: (i) the certificate of registration
issued by RBI, (ii) certified copy of its last audited financial statements on a standalone basis, (iii) a net worth certificate from
its statutory auditor, and (iv) such other approval as may be required by the Systemically Important Non-Banking Financial
395Companies, are required to be attached to the Bid cum Application Form. Failing this, our Company in consultation with the
BRLMs, reserves the right to reject any Bid without assigning any reason thereof, subject to applicable law. Systemically
Important NBFCs participating in the Issue shall comply with all applicable regulations, guidelines and circulars issued by RBI
from time to time.
The investment limit for Systemically Important NBFCs shall be as prescribed by RBI from time to time.
Bids by Anchor Investors
In accordance with the SEBI ICDR Regulations, in addition to details and conditions mentioned in this section, the key terms
for participation by Anchor Investors are provided below.
1. Anchor Investor Application Forms will be made available for the Anchor Investor Portion at the offices of the Book
Running Lead Managers.
2. The Bid must be for a minimum of such number of Equity Shares so that the Bid Amount exceeds ₹100,000,000. A
Bid cannot be submitted for over 60% of the QIB Portion. In case of a Mutual Fund, separate Bids by individual
schemes of a Mutual Fund will be aggregated to determine the minimum application size of ₹100,000,000.
3. One-third of the Anchor Investor Portion will be reserved for allocation to Mutual Funds.
4. Bidding for Anchor Investors will open one Working Day before the Bid/Issue Opening Date and will be completed
on the same day.
5. Our Company in consultation with the BRLMs will finalize allocation to the Anchor Investors on a discretionary basis,
provided that the minimum number of Allottees in the Anchor Investor Portion will not be less than: (a) maximum of
two Anchor Investors, where allocation under the Anchor Investor Portion is up to ₹100,000,000; (b) minimum of two
and maximum of 15 Anchor Investors, where the allocation under the Anchor Investor Portion is more than
₹100,000,000 but up to ₹2,500,000,000, subject to a minimum Allotment of ₹50,000,000 per Anchor Investor; and (c)
in case of allocation above ₹2,500,000,000under the Anchor Investor Portion, a minimum of five such investors and a
maximum of 15 Anchor Investors for allocation up to ₹2,500,000,000, and an additional 10 Anchor Investors for every
additional ₹2,500,000,000, subject to minimum Allotment of ₹50,000,000 per Anchor Investor.
6. Allocation to Anchor Investors will be completed on the Anchor Investor Bidding Date. The number of Equity Shares
allocated to Anchor Investors and the price at which the allocation is made, will be made available in the public domain
by the Book Running Lead Managers before the Bid/Issue Opening Date, through intimation to the Stock Exchanges.
7. Anchor Investors cannot withdraw or lower the size of their Bids at any stage after submission of the Bid.
8. If the Issue Price is greater than the Anchor Investor Allocation Price, the additional amount being the difference
between the Issue Price and the Anchor Investor Allocation Price will be payable by the Anchor Investors on the
Anchor Investor Pay-in Date specified in the CAN. If the Issue Price is lower than the Anchor Investor Allocation
Price, Allotment to successful Anchor Investors will be at the higher price, i.e., the Anchor Investor Issue Price and
the difference amount shall not be refunded to the Anchor Investors.
9. Equity Shares Allotted in the Anchor Investor Portion will be locked in, in accordance with the SEBI ICDR
Regulations. 50% Equity Shares allotted to Anchor Investors shall be locked–in for a period of 90 days from the date
of Allotment, whereas, the remaining 50% shall be locked-in for a period of 30 days from the date of Allotment.
10. Neither the (a) Book Running Lead Managers (s) or any associate of the Book Running Lead Managers (other than
mutual funds sponsored by entities which are associate of the Book Running Lead Managers or insurance companies
promoted by entities which are associate of the Book Running Lead Managers or Alternate Investment Funds (AIFs)
sponsored by the entities which are associates of the Book Running Lead Managers or FPIs, other than individuals,
corporate bodies and family offices, sponsored by the entities which are associate of the Book Running Lead
Managers) or pension fund sponsored by entities which are associate of the Book Running Lead Managers nor (b) the
Promoter, Promoter Group or any person related to the Promoter or members of the Promoter Group shall apply under
the Anchor Investors category.
11. Bids made by QIBs under both the Anchor Investor Portion and the QIB Portion will not be considered multiple Bids.
For more information, please read the General Information Document.
Information for Bidders
The relevant Designated Intermediary will enter a maximum of three Bids at different price levels opted in the Bid cum
Application Form and such options are not considered as multiple Bids. It is the Bidder’s responsibility to obtain the
acknowledgment slip from the relevant Designated Intermediary. The registration of the Bid by the Designated Intermediary
does not guarantee that the Equity Shares shall be allocated/Allotted. Such Acknowledgement Slip will be non-negotiable and
by itself will not create any obligation of any kind. When a Bidder revises his or her Bid, he /she shall surrender the earlier
396Acknowledgement Slip and may request for a revised acknowledgment slip from the relevant Designated Intermediary as proof
of his or her having revised the previous Bid.
In relation to electronic registration of Bids, the permission given by the Stock Exchanges to use their network and software of
the electronic bidding system should not in any way be deemed or construed to mean that the compliance with various statutory
and other requirements by our Company and/or the Book Running Lead Managers are cleared or approved by the Stock
Exchanges; nor does it in any manner warrant, certify or endorse the correctness or completeness of compliance with the
statutory and other requirements, nor does it take any responsibility for the financial or other soundness of our Company, the
management or any scheme or project of our Company; nor does it in any manner warrant, certify or endorse the correctness
or completeness of any of the contents of the Draft Red Herring Prospectus or this Red Herring Prospectus; nor does it warrant
that the Equity Shares will be listed or will continue to be listed on the Stock Exchanges
General instructions
QIB Bidders and Non-Institutional Bidders are not allowed to withdraw their Bid(s) or lower the size of their Bid(s) (in terms
of quantity of Equity Shares or the Bid Amount) at any stage. Anchor Investors are not allowed to withdraw their Bids after the
Anchor Investor Bidding Date. RIBs can revise their Bids during the Bid/ Issue Period and withdraw their Bids until Bid/ Issue
Closing Date.
Do’s:
1. Ensure that your PAN is linked with Aadhaar and you are in compliance with Central Board of Direct Taxes
notification dated February 13, 2020 and press release dated June 25, 2021, read with press release dated September
17, 2021 and CBDT circular no. 7 of 2022, dated March 30, 2022, read with press release dated March 28, 2023;
2. Check if you are eligible to apply as per the terms of this Red Herring Prospectus and under applicable law, rules,
regulations, guidelines and approvals. All Bidders (other than Anchor Investors) should submit their Bids through the
ASBA process only;
3. Ensure that you have Bid within the Price Band;
4. Read all the instructions carefully and complete the Bid cum Application Form in the prescribed form;
5. Ensure that you (other than in the case of Anchor Investors) have mentioned the correct details of ASBA Account (i.e.
bank account number) in the Bid cum Application Form if you are not an UPI Bidder in the Bid cum Application Form
and if you are an UPI Bidder ensure that you have mentioned the correct UPI ID (with maximum length of 45 characters
including the handle), in the Bid cum Application Form;
6. UPI Bidders through the SCSBs and mobile applications shall ensure that the name of the bank appears in the list of
SCSBs which are live on UPI, as displayed on the SEBI website. UPI Bidders shall ensure that the name of the app
and the UPI handle which is used for making the application appears in Annexure ‘A’ to the SEBI circular no.
SEBI/HO/CFD/DIL2/COR/P/2019/85 dated July 26, 2019;
7. Ensure that your Bid cum Application Form bearing the stamp of a Designated Intermediary is submitted to the
Designated Intermediary at the relevant Bidding Centre (except in case of electronic Bids) within the prescribed time.
Bidders (other than Anchor Investors) shall submit the Bid cum Application Form in the manner set out in the GID;
8. Ensure that Anchor Investors submit their Bid cum Application Forms only to the BRLMs;
9. Ensure that you mandatorily have funds equal to or higher than the Bid Amount in the ASBA Account maintained
with the SCSB before submitting the ASBA Form to the relevant Designated Intermediaries;
10. If the First Bidder is not the bank account holder, ensure that the Bid cum Application Form is signed by the account
holder. Ensure that you have an account with an SCSB and have mentioned the correct bank account number in the
Bid cum Application Form (for all ASBA Bidders other than UPI Bidders);
11. Ensure that you request for and receive a stamped acknowledgement counterfoil or acknowledgment specifying the
application number as a proof of having accepted Bid cum Application Form for all your Bid options from the
concerned Designated Intermediary;
12. The ASBA bidders shall ensure that bids above ₹500,000, are uploaded only by the SCSBs;
13. Ensure that the name(s) given in the Bid cum Application Form is/are exactly the same as the name(s) in which the
beneficiary account is held with the Depository Participant. In case of joint Bids, the Bid cum Application Form should
contain only the name of the First Bidder whose name should also appear as the first holder of the beneficiary account
held in joint names. Ensure that the signature of the First Bidder is included in the Bid cum Application Forms;
14. UPI Bidders Bidding in the Issue to ensure that they shall use only their own ASBA Account or only their own bank
account linked UPI ID) to make an application in the Issue and not ASBA Account or bank account linked UPI ID of
397any third party;
15. Bidders not using the UPI Mechanism, should submit their Bid cum Application Form directly with SCSBs and/or the
designated branches of SCSBs or the relevant Designated Intermediary, as applicable;
16. UPI Bidders in the Issue to ensure that they shall use only their own ASBA Account or only their own bank account
linked UPI ID which is UPI 2.0 certified by NPCI to make an application in the Issue and not ASBA Account or bank
account linked UPI ID of any third party;
17. Ensure that you submit the revised Bids to the same Designated Intermediary, through whom the original Bid was
placed and obtain a revised acknowledgment;
18. Ensure that you have correctly signed the authorisation/undertaking box in the Bid cum Application Form, or have
otherwise provided an authorisation to the SCSB or Sponsor Banks, as applicable, via the electronic mode, for blocking
funds in the ASBA Account equivalent to the Bid Amount mentioned in the Bid cum Application Form, as the case
may be, at the time of submission of the Bid. In case of UPI Bidders submitting their Bids and participating in the
Issue, ensure that you authorise the UPI Mandate Request, including in case of any revision of Bids, raised by the
Sponsor Banks for blocking of funds equivalent to Bid Amount and subsequent debit of funds in case of Allotment in
a timely manner;
19. Except for Bids (i) on behalf of the Central or State Governments and the officials appointed by the courts, who, in
terms of the SEBI circular no. MRD/Dop/Cir-20/2008 dated June 30, 2008, may be exempt from specifying their PAN
for transacting in the securities market, (ii) submitted by investors who are exempt from the requirement of
obtaining/specifying their PAN for transacting in the securities market, and (iii) Bids by persons resident in the state
of Sikkim, who, in terms of a SEBI circular no. MRD/DoP/SE/Cir- 8 /2006 dated July 20, 2006, may be exempted
from specifying their PAN for transacting in the securities market, all Bidders should mention their PAN allotted under
the IT Act. The exemption for the Central or the State Government and officials appointed by the courts and for
investors residing in the State of Sikkim is subject to (a) the Demographic Details received from the respective
depositories confirming the exemption granted to the beneficial owner by a suitable description in the PAN field and
the beneficiary account remaining in “active status”; and (b) in the case of residents of Sikkim, the address as per the
Demographic Details evidencing the same. All other applications in which PAN is not mentioned will be rejected;
20. Ensure that the Demographic Details are updated, true and correct in all respects;
21. Ensure that thumb impressions and signatures other than in the languages specified in the Eighth Schedule to the
Constitution of India are attested by a Magistrate or a Notary Public or a Special Executive Magistrate under official
seal;
22. Ensure that the category and the investor status is indicated in the Bid cum Application Form to ensure proper upload
of your Bid in the electronic Bidding system of the Stock Exchanges;
23. Ensure that in case of Bids under power of attorney or by limited companies, corporates, trust, etc., relevant documents
including a copy of the power of attorney, if applicable, are submitted;
24. Ensure that Bids submitted by any person resident outside India is in compliance with applicable foreign and Indian
laws;
25. UPI Bidders who wish to Bid should submit Bid with the Designated Intermediaries, pursuant to which the UPI Bidder
should ensure acceptance of the UPI Mandate Request received from the Sponsor Bank(s) to authorise blocking of
funds equivalent to the revised Bid Amount in the UPI Bidder’s ASBA;
26. Since the Allotment will be in demat form only, ensure that the Bidder’s depository account is active, the correct DP
ID, Client ID, the PAN, UPI ID, if applicable, are mentioned in their Bid cum Application Form and that the name of
the Bidder, the DP ID, Client ID, the PAN and UPI ID, if applicable, entered into the online IPO system of the Stock
Exchanges by the relevant Designated Intermediary, as applicable, matches with the name, DP ID, Client ID, PAN
and UPI ID, if applicable, available in the Depository database;
27. Ensure that you have accepted the UPI Mandate Request received from the Sponsor Banks prior to 5:00 p.m. IST of
the Working Day on the Bid/ Issue Closing Date;
28. FPIs making MIM Bids using the same PAN, and different beneficiary account numbers, Client IDs and DP IDs, are
required to submit a confirmation that their Bids are under the MIM structure and indicate the name of their investment
managers in such confirmation which shall be submitted along with each of their Bid cum Application Forms. In the
absence of such confirmation from the relevant FPIs, such MIM Bids shall be rejected;
29. Bids by Eligible NRIs for a Bid Amount of less than ₹200,000 would be considered under the Retail Portion for the
purposes of allocation and Bids for a Bid Amount exceeding ₹200,000 would be considered under the Non-Institutional
Portion for allocation in the Issue;
39830. UPI Bidders shall ensure that details of the Bid are reviewed and verified by opening the attachment in the UPI Mandate
Request and then proceed to authorise the UPI Mandate Request using his/her UPI PIN. Upon the authorisation of the
mandate using his/her UPI PIN, an UPI Bidder may be deemed to have verified the attachment containing the
application details of the UPI Bidder in the UPI Mandate Request and have agreed to block the entire Bid Amount and
authorised the Sponsor Banks to block the Bid Amount mentioned in the Bid Cum Application Form;
31. Ensure that while Bidding through a Designated Intermediary, the Bid cum Application Form (other than for Anchor
Investors and UPI Bidders) is submitted to a Designated Intermediary in a Bidding Centre and that the SCSB where
the ASBA Account, as specified in the ASBA Form, is maintained has named at least one branch at that location for
the Designated Intermediary to deposit ASBA Forms (a list of such branches is available on the website of SEBI at
www.sebi.gov.in)
32. Bidders (except UPI Bidders) should instruct their respective banks to release the funds blocked in the ASBA account
under the ASBA process; and
33. UPI Bidders who have revised their Bids subsequent to making the initial Bid should also approve the revised UPI
Mandate Request generated by the Sponsor Bank(s) to authorize blocking of funds equivalent to the revised Bid
Amount and subsequent debit of funds in case of Allotment in a timely manner.
The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not complied with.
Don’ts:
1. Do not Bid for lower than the minimum Bid size;
2. Do not Bid/revise Bid Amount, with a price less than the Floor Price or higher than the Cap Price;
3. Do not submit the ASBA Forms to any non-SCSB bank or to our Company or at a location other than the Bidding
Centres;
4. Do not pay the Bid Amount in cheques, demand drafts or by cash, money order, postal order or by stock invest;
5. Do not send Bid cum Application Forms by post; instead submit the same to the Designated Intermediary only;
6. Do not Bid at Cut-off Price (for Bids by QIBs and Non-Institutional Bidders);
7. Do not instruct your respective banks to release the funds blocked in the ASBA Account under the ASBA process;
8. Do not submit the Bid for an amount more than funds available in your ASBA account;
9. Do not submit Bids on plain paper or on incomplete or illegible Bid cum Application Forms or on Bid cum Application
Forms in a colour prescribed for another category of a Bidder;
10. In case of ASBA Bidders, do not submit more than one ASBA Form from an ASBA Account;
11. Do not submit the Bid without ensuring that funds equivalent to the entire Bid Amount are available for blocking in
the relevant ASBA Account or in the case of UPI Bidders using the UPI Mechanism, in the UPI-linked bank account
where funds for making the Bid are available;
12. If you are an UPI Bidder, do not submit more than one Bid cum Application Form for each UPI ID;
13. Anchor Investors should not Bid through the ASBA process;
14. Do not submit the ASBA Forms to any Designated Intermediary that is not authorised to collect the relevant ASBA
Forms or to our Company;
15. Do not Bid on a Bid cum Application Form that does not have the stamp of the relevant Designated Intermediary;
16. Do not submit the General Index Register (GIR) number instead of the PAN;
17. Do not submit incorrect details of the DP ID, Client ID, PAN and UPI ID, if applicable, or provide details for a
beneficiary account which is suspended or for which details cannot be verified by the Registrar to the Issue;
18. Do not submit a Bid in case you are not eligible to acquire Equity Shares under applicable law or your relevant
constitutional documents or otherwise;
19. Do not Bid if you are not competent to contract under the Indian Contract Act, 1872 (other than minors having valid
depository accounts as per Demographic Details provided by the depository);
20. Do not submit a Bid using UPI ID, if you are not a UPI Bidder;
39921. Do not Bid on another Bid cum Application Form or the Anchor Investor Application Form, as the case may be, after
you have submitted a Bid to any of the Designated Intermediaries;
22. Do not Bid for Equity Shares more than what is specified for each category;
23. If you are a QIB, do not submit your Bid after 3 p.m. IST on the QIB Bid/Issue Closing Date;
24. Do not fill up the Bid cum Application Form such that the number of Equity Shares Bid for, exceeds the Issue size
and/or investment limit or maximum number of the Equity Shares that can be held under applicable laws or regulations
or maximum amount permissible under applicable laws or regulations, or under the terms of this Red Herring
Prospectus;
25. Do not withdraw your Bid or lower the size of your Bid (in terms of quantity of the Equity Shares or the Bid Amount)
at any stage, if you are a QIB or a Non-Institutional Bidder. RIBs can revise or withdraw their Bids on or before the
Bid/ Issue Closing Date;
26. If you are UPI Bidder, do not submit the ASBA Form directly with SCSBs;
27. If you are an UPI Bidder which is submitting the ASBA Form with any of the Designated Intermediaries and using
your UPI ID for the purpose of blocking of funds, do not use any third party bank account or third party linked bank
account UPI ID;
28. Do not Bid if you are an OCB;
29. UPI Bidders using the incorrect UPI handle or using a bank account of an SCSB and/ or mobile applications which is
not mentioned in the list provided on the SEBI website is liable to be rejected;
30. Do not Bid for a Bid Amount exceeding ₹200,000 (for Bids by Retail Individual Bidders) and ₹5,00,000 (net of the
Employee Discount, if any) for Bids by Eligible Employees Bidding in the Employee Reservation Portion;
31. Do not link the UPI ID with a bank account maintained with a bank that is not UPI 2.0 certified by the NPCI in case
of Bids submitted by UPI Bidders; and
32. In case of ASBA Bidders (other than 3 in 1 Bids) Syndicate Members shall ensure that they do not upload any bids
above ₹500,000.
The Bid cum Application Form is liable to be rejected if the above instructions, as applicable, are not complied with.
Grounds for technical rejection
In addition to the grounds for rejection of Bids on technical grounds as provided in the GID, Bidders are requested to note that
Bids maybe rejected on the following additional technical grounds:
(a) Bids submitted without instruction to the SCSBs to block the entire Bid Amount;
(b) Bids which do not contain details of the Bid Amount in the ASBA Form;
(c) Bids submitted on a plain paper;
(d) Bids submitted without the signature of the First Bidder or Sole Bidder;
(e) The ASBA Form not being signed by the account holders, if the account holder is different from the Bidder;
(f) Bids by persons for whom PAN details have not been verified and whose beneficiary accounts are “suspended for
credit” in terms of SEBI circular CIR/MRD/DP/ 22 /2010 dated July 29, 2010;
(g) GIR number furnished instead of PAN; and
(h) Bids by persons who are not eligible to acquire Equity Shares in terms of all applicable laws, rules, regulations,
guidelines and approvals; cash
Further, in case of any pre-Issue or post -Issue related issues regarding share certificates/ demat credit/refund orders/unblocking
etc., investors can reach out the Company Secretary and Chief Compliance Officer. For further details of the Company Secretary
and Chief Compliance Officer, see “General Information” and “Our Management” beginning on pages 87 and 232,
respectively.
Bidders shall be entitled to compensation in the manner specified in the SEBI ICDR Master Circular in case of delays in
resolving investor grievances in relation to blocking/unblocking of funds.
For details of grounds for technical rejections of a Bid cum Application Form, please see the General Information Document.
400Names of entities responsible for finalising the Basis of Allotment in a fair and proper manner
The authorised employees of the Designated Stock Exchanges, along with the Book Running Lead Managers and the Registrar,
shall ensure that the Basis of Allotment is finalised in a fair and proper manner in accordance with the procedure specified in
SEBI ICDR Regulations.
Method of Allotment as may be prescribed by SEBI from time to time
Our Company will not make any Allotment in excess of the Equity Shares offered through the Issue through this Red Herring
Prospectus and the Prospectus except in case of oversubscription for the purpose of rounding off to make allotment, in
consultation with the Designated Stock Exchange. Further, upon oversubscription, an allotment of not more than 1% of the
Issue may be made for the purpose of making allotment in minimum lots.
The allotment of Equity Shares to Bidders other than to the RIBs, Non-Institutional Bidders and Anchor Investors shall be on
a proportionate basis within the respective investor categories and the number of securities allotted shall be rounded off to the
nearest integer, subject to minimum allotment being equal to the minimum application size as determined and disclosed. The
Allotment of Equity Shares to Anchor Investors shall be on a discretionary basis.
The allocation to each NIB shall not be less than ₹200,000, subject to availability of Equity Shares in the Non-Institutional
Portion and the remaining available Equity Shares, if any, shall be allocated on a proportionate basis in accordance with the
conditions specified in this regard in Schedule XIII of the SEBI ICDR Regulations.
The allotment of Equity Shares to each RIB shall not be less than the minimum bid lot, subject to the availability of shares in
RIB category, and the remaining available shares, if any, shall be allotted on a proportionate basis.
Payment into Escrow Account(s), for Anchor Investors
Our Company in consultation with the BRLMs will decide the list of Anchor Investors to whom the CAN will be sent, pursuant
to which, the details of the Equity Shares allocated to them in their respective names will be notified to such Anchor Investors.
For Anchor Investors, the payment instruments for payment into the Escrow Account(s) should be drawn in favour of:
(a) In case of resident Anchor Investors: “Brigade Hotel Ventures Limited – Anchor Investor – R”
(b) In case of Non-Resident Anchor Investors: “Brigade Hotel Ventures Limited – Anchor Investor – NR”
Anchor Investors should note that the escrow mechanism is not prescribed by SEBI and has been established as an arrangement
between our Company, the Syndicate, the Escrow Banks and the Registrar to the Issue to facilitate collections of Bid Amount
from Anchor Investors.
Pre-Issue and Price Band Advertisement
Subject to Section 30 of the Companies Act, our Company shall, after filing this Red Herring Prospectus with the RoC, publish
a pre-Issue and price band advertisement, in the form prescribed under the SEBI ICDR Regulations, in the same newspapers in
which the public announcement for the filing of the DRHP was published, i.e., all editions of Financial Express, an English
national daily newspaper, all editions of Jansatta, a Hindi national daily newspaper, and the Bengaluru edition of Vishwavani,
a Kannada daily newspaper (Kannada being the regional language of Karnataka, where our Registered Office and Corporate
Office is located) each with wide circulation.
In the pre-Issue and price band advertisement, we shall state the Bid/Issue Opening Date and the Bid/Issue Closing Date. These
advertisements, subject to the provisions of Section 30 of the Companies Act, 2013, shall be in the format prescribed in Part A
of Schedule X of the SEBI ICDR Regulations.
Allotment advertisement
Our Company, the Book Running Lead Managers and the Registrar shall publish an allotment advertisement before
commencement of trading, disclosing the date of commencement of trading in all editions of Financial Express, an English
national daily newspaper, all editions of Jansatta, a Hindi national daily newspaper, and the Bengaluru edition of Vishwavani,
a Kannada daily newspaper (Kannada being the regional language of Karnataka, where our Registered Office and Corporate
Office is located) each with wide circulation.
The information set out above is given for the benefit of the Bidders/applicants. Bidders/applicants are advised to make
their independent investigations and ensure that the number of Equity Shares Bid for do not exceed the prescribed
limits under applicable laws or regulations, or as in this Red Herring Prospectus and will be specified the Prospectus.
Signing of the Underwriting Agreement and Filing with the RoC
(a) Our Company, and the Underwriters intend to enter into an Underwriting Agreement after the finalisation of the Issue
Price, but prior to filing of the Prospectus, in accordance with the nature of underwriting which is determined in
accordance with Regulation 40 (3) of SEBI ICDR Regulations.
401(b) After signing the Underwriting Agreement, an updated Red Herring Prospectus will be filed with the RoC in
accordance with applicable law, which then would be termed as the ‘Prospectus’. The Prospectus will contain details
of the Issue Price, the Anchor Investor Issue Price, Issue size, and underwriting arrangements and will be complete in
all material respects.
Depository Arrangements
The Allotment of the Equity Shares in the Issue shall be only in a dematerialised form, (i.e., not in the form of physical
certificates but be fungible and be represented by the statement issued through the electronic mode). For more information, see
“Terms of the Issue” beginning on page 377.
Undertakings by our Company
Our Company undertakes the following:
• the complaints received in respect of the Issue shall be attended to by our Company expeditiously and satisfactorily;
• all steps for completion of the necessary formalities for listing and commencement of trading at the Stock Exchanges
where the Equity Shares are proposed to be listed shall be taken within three Working Days of the Bid/ Issue Closing
Date or such other period as may be prescribed;
• if Allotment is not made within the prescribed timelines under applicable laws, the entire subscription amount received
will be refunded/unblocked within the time prescribed under applicable laws. If there is delay beyond the prescribed
time, our Company shall pay interest as prescribed under applicable law for the delayed period;
• the funds required for making refunds/ unblocking (to the extent applicable) as per the mode(s) disclosed shall be made
available to the Registrar to the Issue by our Company;
• where refunds (to the extent applicable) are made through electronic transfer of funds, a suitable communication shall
be sent to the unsuccessful Bidder within time prescribed under applicable laws, giving details of the bank where
refunds shall be credited along with amount and expected date of electronic credit of refund;
• Promoter’s contribution, if any, shall be brought in advance before the Bid/ Issue Opening Date;
• that if our Company does not proceed with the Issue after the Bid/ Issue Closing Date but prior to Allotment, the reason
thereof shall be given as a public notice within two days of the Bid/ Issue Closing Date. The public notice shall be
issued in the same newspapers where the pre-Issue advertisements were published and in which the price band
advertisement will be published. The Stock Exchanges shall be informed promptly;
• adequate arrangements shall be made to collect all ASBA Forms and to consider them similar to non-ASBA
applications while finalising the basis of allotment;
• that if the Issue is withdrawn after the Bid/ Issue Closing Date, our Company shall be required to file a fresh Issue
document with SEBI, in the event a decision is taken to proceed with the Issue subsequently; and
• No further issue of Equity Shares shall be made till the Equity Shares offered through this Red Herring Prospectus are
listed or until the Bid monies are unblocked in ASBA Account/refunded on account of non-listing, under-subscription,
etc.
Utilisation of Issue Proceeds
Our Company specifically confirms the following:
(i) all monies received out of the Issue shall be credited/transferred to a separate bank account other than the bank account
referred to in sub-section (3) of Section 40 of the Companies Act;
(ii) details of all monies utilized out of the Fresh Issue shall be disclosed, and continue to be disclosed till the time any part of
the Issue proceeds remains unutilized, under an appropriate head in the balance sheet of our Company indicating the
purpose for which such monies have been utilized; and
(iii) details of all unutilized monies out of the Fresh Issue, if any shall be disclosed under an appropriate separate head in the
balance sheet indicating the form in which such unutilized monies have been invested.
Impersonation
Attention of the Bidders is specifically drawn to the provisions of sub-section (1) of Section 38 of the Companies Act, 2013
which is reproduced below:
“Any person who –
402(a) makes or abets making of an application in a fictitious name to a company for acquiring, or subscribing for, its
securities; or
(b) makes or abets making of multiple applications to a company in different names or in different combinations of his
name or surname for acquiring or subscribing for its securities; or
(c) otherwise induces directly or indirectly a company to allot, or register any transfer of, securities to him, or to any
other person in a fictitious name, shall be liable for action under Section 447.”
The liability prescribed under Section 447 of the Companies Act, 2013 for fraud involving an amount of at least ₹1,000,000 or
1% of the turnover of the company, whichever is lower, includes imprisonment for a term which shall not be less than six
months extending up to 10 years and fine of an amount not less than the amount involved in the fraud, extending up to three
times such amount (provided that where the fraud involves public interest, such term shall not be less than three years.) Further,
where the fraud involves an amount less than ₹1,000,000 or 1% of the turnover of the company, whichever is lower, and does
not involve public interest, any person guilty of such fraud shall be punishable with imprisonment for a term which may extend
to five years or with fine which may extend to ₹5,000,000 or with both.
403RESTRICTIONS ON FOREIGN OWNERSHIP OF INDIAN SECURITIES
Foreign investment in Indian securities is regulated through the Industrial Policy, 1991 of the Government of India and FEMA.
While the Industrial Policy, 1991 prescribes the limits and the conditions subject to which foreign investment can be made in
different sectors of the Indian economy, FEMA regulates the precise manner in which such investment may be made. Foreign
investment is permitted (except in the prohibited sectors) in Indian companies, either through the automatic route or the approval
route, depending upon the sector in which foreign investment is sought to be made. The Government of India makes policy
announcements on FDI through press notes and press releases. The regulatory framework, over a period of time, thus, consists
of acts, regulations, press notes, press releases, and clarifications among other amendments. The DPIIT (formerly Department
of Industrial Policy & Promotion) issued the Consolidated FDI Policy Circular dated October 15, 2020, with effect from October
15, 2020 (the “FDI Policy”), which consolidates and supersedes all previous press notes, press releases and clarifications on
FDI issued by the DPIIT that were in force and effect prior to October 15, 2020. The Consolidated FDI Policy will be valid
until the DPIIT issues an updated circular.
On October 17, 2019, the Ministry of Finance, Department of Economic Affairs, had notified the FEMA Rules, which had
replaced the Foreign Exchange Management (Transfer and Issue of Security by a Person Resident Outside India) Regulations
2017. Foreign investment in this Issue shall be on the basis of the FEMA Rules. In terms of Press Note 3 of 2020, dated April
17, 2020 (“Press Note”), issued by the DPIIT, the FDI Policy and the Foreign Exchange Management (Non-debt Instruments)
Rules, 2019 has been amended to state that all investments under the foreign direct investment route by entities of a country
which shares land border with India or where the beneficial owner of an investment into India is situated in or is a citizen of
any such country will require prior approval of the Government of India. Further, in the event of transfer of ownership of any
existing or future foreign direct investment in an entity in India, directly or indirectly, resulting in the beneficial ownership
falling within the aforesaid restriction/ purview, such subsequent change in the beneficial ownership will also require approval
of the Government of India. Furthermore, on April 22, 2020, the Ministry of Finance, Government of India has also made a
similar amendment to the FEMA Rules. Pursuant to the Foreign Exchange Management (Non-debt Instruments) (Fourth
Amendment) Rules, 2020, a multilateral bank or fund, of which India is a member, shall not be treated as an entity of a particular
country nor shall any country be treated as the beneficial owner of the investments of such bank of fund in India. These
investment restrictions shall also apply to subscribers of offshore derivative instruments. Each Bidder should seek independent
legal advice about its ability to participate in the Issue. In the event such prior approval of the Government of India is required,
and such approval has been obtained, the Bidder shall intimate our Company and the Registrar to the Issue in writing about
such approval along with a copy thereof within the Bid/Issue Period.
The transfer of shares between an Indian resident and a non-resident does not require the prior approval of the RBI, provided
that (i) the activities of the investee company are under the automatic route under the Consolidated FDI Policy and such transfer
does not attract the provisions of the SEBI Takeover Regulations; (ii) the non-resident shareholding is within the sectoral limits
under the Consolidated FDI Policy; and (iii) the pricing is in accordance with the guidelines prescribed by SEBI and RBI.
As per the FDI Policy, foreign direct investment in companies engaged in hotels/hospitality sector as well as those engaged in
the construction development of hotel projects, is permitted up to 100% of the paid-up Equity Share capital of our Company
under the automatic route, subject to compliance with certain prescribed conditions.
For details of the aggregate limit for investments by NRIs and FPIs in our Company, see “Issue Procedure – Bids by Eligible
NRIs” and “Issue Procedure – Bids by FPIs” on pages 392 and 393, respectively.
As per the existing policy of the Government of India, OCBs cannot participate in this Issue.
The Equity Shares offered in the Issue have not been and will not be registered under the U.S. Securities Act of 1933, as
amended, or any state securities laws in 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, such Equity Shares are being offered and sold outside of the
United States in offshore transactions in reliance on Regulation S under the U.S. Securities Act and the applicable laws of the
jurisdiction where those offers and sales occur.
The Equity Shares have not been and will not be registered, listed or otherwise qualified in any other jurisdiction outside India
and may not be offered or sold, and Bids may not be made by persons in any such jurisdiction except in compliance with the
applicable laws of such jurisdiction.
The above information is given for the benefit of the Bidders. Bidders are advised to make their independent
investigations, seek independent legal advice about its ability to participate in the Issue and ensure that the number of
Equity Shares Bid for do not exceed the applicable limits under laws or regulations.
404SECTION X: DESCRIPTION OF EQUITY SHARES AND TERMS OF THE ARTICLES OF ASSOCIATION
The Articles of Association has been approved by our Board of Directors pursuant to a resolution passed on October 5. 2024
and has been approved by our Shareholders pursuant to a special resolution passed in the extra-ordinary general meeting held
on October 14, 2024. No material clause of the Articles of Association having bearing on the Issue or the disclosures required
in this Red Herring Prospectus has been omitted.
Capitalised terms used in this section have the meaning that have been given to such terms in the Articles of Association of our
Company. The Articles of Association are in compliance with Schedule I of the Companies Act and the SEBI ICDR Regulations.
The main provisions of the Articles of Association of our Company are detailed below:
PRELIMINARY
1. Subject as hereinafter provided the Regulations contained in Table 'F' in the Schedule I to the Companies Act, 2013
shall apply to the Company so far as they are applicable to Public Limited Company except so far as they have implied
or expressly modified by what is contained in the Articles mentioned as altered or amended from time to time.
INTERPRETATION
2. Definition
The following words and expressions shall have the following meanings assigned hereunder, unless repugnant to the
subject matter or context thereof:
"Act" or "the said Act" means the Companies Act, 2013 and includes, where the context so permits, any statutory
modification or re-enactment thereof for the time being in force.
“Applicable Law” means any statute, law, regulation, ordinance, rule, notification, rule of common law, order, bye-
law, government approval, directive, guideline, requirement or other governmental restriction applicable to the
jurisdiction of India, or any similar form of decision of, or determination by, or any interpretation, policy or
administration, having the force of law, by any governmental authority having jurisdiction over the matter in question,
as may be amended, modified, enacted or revoked from time to time hereafter.
"Article" means these Articles of Association, as originally framed or as amended from time to time in accordance
with the provisions of the Act and these Articles of Association.
"Alternate Director" shall mean the director so appointed as per the provisions of these Articles.
“Beneficial Owner” shall mean beneficial owner as defined in clause (a) of Sub-section (1) of Section 2 of the
Depositories Act, 1996.
“Board” or “Board of Directors” shall mean the board of directors of the Company in office at applicable times.
“Board Meeting” shall mean any meeting of the Board, as convened from time to time and any adjournment thereof,
in accordance with law and the provisions of these Articles.
“Branch Office”, in relation to a company, means any establishment described as such by the company.
"Capital" means the share capital for the time being raised or authorised to be raised, for the purpose of the Company.
"Company" means Brigade Hotel Ventures Limited
"Committee" is a duly constituted committee of the Board.
"Debenture" includes debenture-stock.
“Depository” shall mean a Depository as defined in clause (e) of sub section (1) of section 2 of the Depositories Act,
1996.
“Equity Share” shall mean an equity share of the Company of face value of Rs. 10 (Rupees ten) each.
"Directors" shall mean the directors for the time being of the Company or as the case may be, the directors assembled
at the Board.
“Dividend” includes interim dividend unless otherwise stated.
"Financial Year" means the period starting 1st April, of one year, to 31st March, of the succeeding year.
“Manager” means an individual who, subject to the superintendence, control and direction of the Board of Directors,
405has the management of the whole, or substantially the whole, of the affairs of a company, and includes a director or
any other person occupying the position of a manager, by whatever name called, whether under a contract of service
or not.
"Managing Director" shall have the meaning assigned thereto by Section 2 (54) of the Companies Act 2013.
“Member” in relation to a Company, means—
(i) the subscriber to the memorandum of the company who shall be deemed to have agreed to become member
of the company, and on its registration, shall be entered as member in its register of members;
(ii) every other person who agrees in writing to become a member of the company and whose name is entered in
the register of members of the company;
(iii) every person holding shares of the company and whose name is entered as a beneficial owner in the records
of a depository;
"Memorandum" or "Memorandum of Association" shall mean the memorandum of association of the Company, as
amended from time to time.
"Month" means a calendar month.
"Meeting" or "General meeting" means a meeting of Members and could either be the Annual General Meeting which
is a General meeting of the Members held in accordance with the provisions of the Act or an extraordinary General
Meeting of the Members duly called and constituted.
"Non-retiring Director" shall mean a director who is not liable to retire as per the provisions of the Act.
"Office" means the Registered Office of the Company for the time being.
“Ordinary Resolution” shall have the meaning assigned thereto by Section 2 (63) of the Companies Act, 2013.
"Paid up" includes credited as paid up.
"Person" includes corporation as well as individuals.
"Proxy" includes a duly constituted Power of Attorney.
"Register" or "Register of Members" means the register of members kept pursuant to the Act.
“Registrar” means a registrar, an additional Registrar, a Joint Registrar, a deputy registrar or an Assistant Registrar,
having the duty of registering the Companies and discharging various functions under this Act.
"Share Capital" means the capital for the time being raised or authorised to be raised for the purposes of the Company.
"Share" means share in the share capital of a Company and includes stock except where a distinction between stock
and shares is expressed or implied.
"Seal" means the common seal of the Company.
“SEBI” means the Securities and Exchange Board of India established under section 3 of the Securities and Exchange
Board of India Act, 1992.
“SEBI Listing Regulations” shall mean the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, any statutory amendment thereto and any listing agreement which shall be entered into by the Company with
the Stock Exchanges.
"Secretary" means a Company Secretary within the meaning of clause (c) of sub-Section (1) of Section 2 of the
Company Secretaries Act, 1980 and includes a person or persons appointed by the board to perform any of the duties
of a Secretary subject to the provisions of the Act.
“Security” or “Securities” means such securities as defined under Section 2(h) of the Securities Contracts (Regulation)
Act, 1956.
“Section” means Section of the Companies Act, 2013.
“Special Resolution” shall have the meaning assigned thereto by Section 114 of the Companies Act 2013.
“Stock Exchanges” shall mean BSE Limited, the National Stock Exchange of India Limited and any other stock
exchange in India where the Securities shall be listed.
406“Transfer” means (in either the noun or the verb form and including all conjugations thereof with their correlative
meanings) with respect to the Shares, the sale, assignment, transfer or other disposition (whether for or without
consideration, whether directly or indirectly) of any Shares or of any interest therein or the creation of any third party
interest in or over the Shares, but excluding any renunciation of any right to subscribe for any shares offered pursuant
to a rights issue to existing shareholders in proportion to their existing shareholding in the Company
“Voting Right” means the right of a member of a company to vote in any meeting of the company or by means of
postal ballot
"Writing" shall include printing and lithography and other modes of representing or reproducing words in a visible
form.
Words importing the singular number include the plural and vice versa.
"These presents" or "Regulation" shall mean this Articles of Association as originally framed or altered from time to
time and shall include the memorandum of Association where the contest requires.
Interpretation
Words importing the masculine gender also include the feminine gender.
Words importing the singular number include, where the context admits or requires, the plural number and vice versa.
The headings to Articles are mentioned for convenience only and shall not affect the construction of these articles.
Reference to persons shall (except in regard to Members of the Board, who shall be natural persons of full age and
capacity) be deemed to include bodies incorporate and unincorporate.
In these Articles, references to statutory provisions shall be construed as references to the provisions as amended as
their application is modified by other provisions from time to time and shall include references to any provisions of
which they are enactment (whether or without modifications).
Unless the context otherwise requires, words or expressions contained in these Articles shall have the same meaning
as in the Act or any statutory modification thereof in force at the date on which the Articles become binding on the
Company. The marginal notes have been inserted for convenience of reference and shall not affect the construction
and interpretation of these Articles.
SHARE CAPITAL AND VARIATION OF RIGHTS
3. (i) The Authorised Share Capital of the Company shall be such amounts and be divided into such shares as may,
from time to time, be provided in Clause 5 of the Memorandum of Association with power to increase or
reduce the capital in accordance with the Company’s regulations and legislative provisions for the time being
in force in that behalf with the powers to divide the share capital, whether original, increased or decreased
into several classes and attach thereto respectively such ordinary, preferential or special rights and conditions
in such a manner as may for the time being be provided by the Regulations of the Company and allowed by
law.
(ii) The rights of the holders of any class of shares forming part of capital for the time being of the Company may
be modified, affected, varied, extended, surrendered or Abrogated in such manner as is or may be provided
by the Articles of Association of the Company as originally registered or as altered from time to time.
(iii) The business of the Company may be commenced soon after the obtaining necessary approval of the
Company as and when the Directors shall think fit notwithstanding that part of the shares have been allotted.
(iv) Subject to the provisions of the Applicable Law, the Shares of the Company shall be under the control of the
Board, who may issue, allot or otherwise dispose of the Shares of the Company to such persons, in such
proportion and on such terms and conditions as to payment by way of deposit or calls as to amount or time
for payment of calls either at par or at premium or otherwise, and at such time as the Directors shall deem fit,
subject to the provisions of the Act and these Articles.
(v) The Board may issue and allot shares of the Company as payment in full or in part, for any property purchased
by the Company or in respect of goods sold or transferred or machinery or appliances supplied or for services
rendered to the Company in the acquisition and/or in the conduct of its business; and any shares which may
be so allotted may be issued as fully paid up shares and if so issued shall be deemed as fully paid up shares.
Provided that option or right to call of shares shall not be given to any person or persons without the sanction
of the company in a general meeting.
(vi) The Company in general meeting may decide to issue fully paid up bonus share to the member if so
recommended by the Board of Directors.
407(vii) Every Member shall be entitled, without payment to one or more certificates in marketable lots, for all the
shares of each class or denomination registered in his name, or if the Directors so approve (upon paying such
fee as the Directors so determine) to several certificates, each for one or more of such shares and the Company
shall complete and have ready for delivery such certificates, unless prohibited by any provision of law or any
order of court, tribunal or other authority having jurisdiction, within two (2) months from the date of
allotment, or within one (1) month of the receipt of application of registration of transfer, transmission, sub
division, consolidation or renewal of any of its shares as the case maybe or within a period of six (6) months
from the date of allotment in the case of any allotment of debenture. In respect of any share or shares held
jointly by several persons, the Company shall not be bound to issue more than one certificate, and delivery
of a certificate for a share to one of several joint holders shall be sufficient delivery to all such joint holders.
(viii) Every certificate shall specify the shares to which it relates and the amount paid-up thereon and shall be
signed by two directors or by a director and the company secretary shall be under the common seal which
shall be affixed in the presence of them persons required to sign the certificate.
(ix) In respect of any share or shares held jointly by several persons, the company shall not be bound to issue
more than one certificate, and delivery of a certificate for a share to one of several joint holders shall be
sufficient delivery to all such holders. However, separate share certificates shall be issued for each class of
shares held by such holders.
(x) If any share certificate be worn out, defaced, mutilated or torn or if there be no further space on the back for
endorsement of transfer, then upon production and surrender thereof to the company, a new certificate may
be issued in lieu thereof, and if any certificate is lost or destroyed then upon proof thereof to the satisfaction
of the company and on execution of such indemnity as the company deem adequate, a new certificate in lieu
thereof shall be given. Every certificate under this Article shall be issued on payment of fees for each
certificate as may be fixed by the Board which shall not exceed the amount as may be permitted under
applicable law, provided that no fees shall be charged for issue of new certificates in replacement of those
which are old, defaced or worn out or where there is no further space on the back thereof for endorsement of
transfer.
Provided that notwithstanding what is stated above, the Directors shall comply with such rules or regulation
or requirements of any stock exchange or the rules made under the Act or the rules made under Securities
Contracts (Regulation) Act, 1956 or any other act or rules applicable in this behalf. The provision of this
Article shall mutatis mutandis apply to debentures of the Company.
The Company will issue certificates or receipts or advices, as applicable, of subdivision, split, consolidation,
renewal, exchanges, endorsements, issuance of duplicates thereof or issuance of new certificates or receipts
or advices, as applicable, in cases of loss or old decrepit or worn out certificates or receipts or advices, as
applicable within a period of thirty days from the date of such lodgement or such other time as mat be
prescribed under applicable laws.
(xi) The provisions of this Article shall mutatis mutandis apply to debentures of the company.
(xii) Except as required by law, no person shall be recognized by the company as holding any share upon any trust,
and the company shall not be bound by, or be compelled in any way to recognize (even when having notice
thereof) any equitable, contingent, future or partial interest in any share, or any interest in any fractional part
of a share, or (except only as by these regulations or by law otherwise provided) any other rights in respect
of any share except an absolute right to the entirety thereof in the registered holder.
(xiii) Except as required by law, no person shall be recognized by the company as holding any share upon any trust,
and the company shall not be bound by, or be compelled in any way to recognize (even when having notice
thereof) any equitable, contingent, future or partial interest in any share, or any interest in any fractional part
of a share, or (except only as by these regulations or by law otherwise provided) any other rights in respect
of any share except an absolute right to the entirety thereof in the registered holder.
(xiv) (a) The company may exercise the powers of paying commissions conferred by sub-section
(6) of section 40, provided that the rate per cent or the amount of the commission paid or agreed to
be paid shall be disclosed in the manner required by that section and rules made there under.
(b) The rate or amount of the commission shall not exceed the rate or amount prescribed in rules made
under sub-section (6) of section 40.
(c) The commission may be satisfied by the payment of cash or the allotment of fully or partly paid
shares or partly in the one way and partly in the other.
(xv) (a) If at any time the share capital is divided into different classes of shares, the rights attached
to any class (unless otherwise provided by the terms of issue of the shares of that class) may, subject
to the provisions of Section 48, and whether or not the company is being wound up, be varied with
408the consent in writing of the holders of three-fourths of the issued shares of that class, or with the
sanction of a special resolution passed at a separate meeting of the holders of the shares of that class.
(b) To every such separate meeting, the provisions of these regulations relating to general meetings shall
mutatis mutandis apply, but so that the necessary quorum shall be at least two persons holding at
least one third of the issued shares of the class in question.
(xvi) The rights conferred upon the holders of the shares of any class issued with preferred or other rights shall not,
unless otherwise expressly provided by the terms of issue of the shares of that class, be deemed to be varied
by the creation or issue of further shares ranking pari passu therewith.
FURTHER ISSUE OF SHARES
4. Where at any time, it is proposed to increase the subscribed capital of the Company by the issue of further shares then
such shares shall be offered in accordance with Section 62 of the Act and the Rules made thereunder in the following
manner:
a. to persons who, at the date of the offer, are holders of the Equity Shares of the Company, in
proportion as nearly as circumstances admit, to the paid-up share capital on those shares by sending
a letter of offer subject to the conditions mentioned in (1) to (3) below:
(1) the aforesaid offer shall be made by a notice specifying the number of Equity Shares offered
and limiting a time not being less than fifteen (15) days or such lesser number of days as
may be prescribed and not exceeding thirty (30) days from the date of the offer, within
which the offer if not accepted, shall be deemed to have been declined;
Provided that the notice shall be dispatched through registered post or speed post or through
electronic mode or courier or any other mode having proof of delivery to all the existing
shareholders at least three (3) days before the opening of the issue;
(2) the aforesaid offer shall be deemed to include a right exercisable by the person concerned
to renounce the Equity Shares offered to him or any of them in favour of any other person
and the notice referred to in sub-clause (1) above shall contain a statement of this right;
(3) after the expiry of the time specified in the aforesaid notice or on receipt of earlier
intimation from the person to whom such notice is given that he declines to accept the
Equity Shares offered, the Board of Directors may dispose them of in such manner which
is not disadvantageous to the Shareholders and the Company.
b. to employees under any scheme of employees’ stock option subject to a special resolution passed by
the Company and subject to the Act and the Rules made thereunder and such other conditions as
may be prescribed under applicable law; or
c. to any person(s), if it is authorized by a special resolution, whether or not those persons include the
persons referred to in sub-clause (a) or clause (b) above, either for cash or for a consideration other
than cash, if the price of such shares is determined by the valuation report of a registered valuer
subject to compliance with the applicable conditions of Chapter III of the Act and any other
conditions as may be prescribed under the Act and the Rules made thereunder.
d. Nothing in sub-clause (3) of sub-article (a) shall be deemed:
i. To extend the time within which the offer should be accepted; or
ii. To authorize any person to exercise the right of renunciation for a second time on the
ground that the person in whose favour the renunciation was first made has declined to take
the shares compromised in the renunciation.
(i) Nothing in this Article shall apply to the increase of the subscribed capital of the Company caused by the
exercise of an option as a term attached to the debentures issued or loans raised by the Company to convert
such debentures or loans into shares in the Company or to subscribe for shares of the Company;
Provided that the terms of issue of such debentures or loans containing such an option have been approved
before the issue of such debentures or the raising of loan by a special resolution passed by the Company in
general meeting.
(ii) Notwithstanding anything contained in sub-clause (ii) above, where any debentures have been issued or loan
has been obtained from any government by the Company, and if that government considers it necessary in
the public interest so to do, it may, by order, direct that such debentures or loans or any part thereof shall be
409converted into shares in the Company on such terms and conditions as appear to the Government to be
reasonable in the circumstances of the case even if terms of the issue of such debentures or the raising of such
loans do not include a term for providing for an option for such conversion.
Provided that where the terms and conditions of such conversion are not acceptable to the Company, it may,
within sixty (60) days from the date of communication of such order, appeal to the National Company Law
Tribunal which shall after hearing the Company and the Government pass such order as it deems fit.
(iii) In determining the terms and conditions of conversion under sub-clause (iii) above, the government shall
have due regard to the financial position of the Company, the terms of issue of debentures or loans, as the
case may be, the rate of interest payable on such debentures or loans and such other matters as it may consider
necessary.
(iv) Where the government has, by an order made under sub-clause (iii), directed that any debenture or loan or
any part thereof shall be converted into shares in the Company and where no appeal has been preferred to the
National Company Law Tribunal under sub-clause (iii) above or where such appeal has been dismissed, the
Memorandum of the Company shall, where such order has the effect of increasing the authorized share capital
of the Company, be altered and the authorized share capital of the Company shall stand increased by an
amount equal to the amount of the value of shares which such debentures or loans or part thereof has been
converted into.
(v) A further issue of shares may be made in any manner whatsoever as the Board may determine including by
way of preferential offer or private placement, subject to and in accordance with the Act and the Rules.
(vi) Subject to the provisions of Section 61 of the Act, the Company in a General Meeting may, from time to time,
alter its Memorandum for all or any of the following purposes:
(a) To consolidate and divide all or any of its share capital into shares of larger amount than its existing
shares;
(b) To convert all or any of its fully paid-up shares into stock, and reconvert that stock into fully paid
up shares of any denomination;
(c) To sub-divide its shares or any of them into shares of smaller amount than is fixed by the
Memorandum, so that in the sub-division, the proportion between the amount paid and the amount,
if any unpaid, on each reduced share shall be the same as it was in the case of the share from which
the reduced share is derived; and
(d) To cancel any shares which at the date of the passing of the resolution, have not been taken or agreed
to be taken by any persons and diminish the amount of its share capital by the amount of the shares
so cancelled. Cancellation of shares in pursuance of this sub-clause shall not be deemed to be a
reduction of the capital of the Company within the meaning of the Act.
DEMATERIALIZATION OF SHARES
5. (i) Notwithstanding anything contained in these articles, the Company shall be entitled to dematerialize its shares
and to offer shares in a dematerialized form pursuant to the Depositories Act, 1996.
(ii) Notwithstanding anything contained in these articles, and subject to the provisions of law for the time being
in force, the Company shall on a request made by a beneficial owner, re-materialize the shares, which are in
dematerialized form.
(iii) Every person subscribing to the shares offered by the Company shall have the option to receive share
certificates or to hold the shares with a depository. Such a person who is the beneficial owner of the shares
can at any time opt out of a depository, if permitted by the law, in respect of any shares in the manner provided
by the Depositories Act, 1996 and the Company shall in the manner and within the time prescribed, issue to
the beneficial owner the required certificate of shares. If a person opts to hold his shares with a depository,
the Company shall intimate such depository the details of allotment of the share, and on receipt of the
information, the depository shall enter in its record the name of the allottee as the beneficial owner of the
share.
(iv) All shares held by a depository shall be dematerialized and shall be in a fungible form.
(v) (a) Notwithstanding anything to the contrary contained in the Act or these articles, a depository
shall be deemed to be the registered owner for the purposes of effecting any transfer of ownership
of shares on behalf of the beneficial owners.
410(b) Save as otherwise provided in 4(v)(a) above, the depository as the registered owner of the shares
shall not have any voting rights or any other rights in respect of shares held by it.
(c) Every person holding shares of the Company and whose name is entered as the beneficial owner in
the records of the depository shall be deemed to be the owner of such shares and shall also be deemed
to be the member of the Company. The beneficial owner of the shares shall be entitled to all the
liabilities in respect of his shares which are held by a depository.
(vi) Notwithstanding anything in the Act or these articles to the contrary, where shares are held in a depository,
the records of the beneficial ownership may be served by such depository on the Company by means of
electronic mode or by delivery of floppies or disks or any other mode as prescribed by law from time to time.
(vii) Notwithstanding anything in the Act or these articles, where securities are dealt with by a depository, the
Company shall intimate the details thereof to the depository immediately on allotment of such securities.
(viii) Nothing contained in the Act or these articles regarding the necessity to have distinctive numbers for securities
issued by the Company shall apply to securities held with a depository.
(ix) The Company shall cause to be kept a register and index of members in accordance with all applicable
provisions of the Act and the Depositories Act, 1996, containing details of shares and debentures held in
materialized and dematerialized forms in any media as may be permitted by law(s) including any form of
electronic media.
(x) The Company shall have the power to keep in any state or country outside India a branch register resident in
that state or country.
PREFERENCE SHARES
6. Subject to the provisions of section 55, any preference shares may, with the sanction of an ordinary resolution, be
issued on the terms that they are to be redeemed on such terms and in such manner as the company before the issue of
the shares may, by special resolution, determine.
ALTERATION TO MEMORANDUM
7. The Company shall have the power to alter the conditions of the Memorandum in any manner.
(i) The company may, from time to time, by ordinary resolution increase the share capital by such sum, to be
divided into shares of such amount, as may be specified in there solution.
(ii) Subject to the provisions of section 61, the company may, by ordinary resolution,—
(a) Consolidate and divide all or any of its share capital into shares of larger amount than its existing
shares;
(b) Convert all or any of its fully paid-up shares into stock, and reconvert that stock into fully paid-up
shares of any denomination;
(c) Sub-divide its existing shares or any of them into shares of smaller amount than is fixed by the
memorandum;
(d) Cancel any shares which, at the date of the passing of the resolution, have not been taken or agreed
to be taken by any person.
(iii) Where shares are converted into stock,—
(a) the holders of stock may transfer the same or any part thereof in the same manner as, and subject to
the same regulations under which, the shares from which the stock arose might before the conversion
have been transferred, or as near thereto as circumstances admit:
Provided that the Board may, from time to time, fix the minimum amount of stock transferable, so,
however, that such minimum shall not exceed the nominal amount of the shares from which the
stock arose.
(b) the holders of stock shall, according to the amount of stock held by them, have the same rights,
privileges and advantages as regards dividends, voting at meetings of the company, and other
matters, as if they held the shares from which the stock arose; but no such privilege or advantage
(except participation in the dividends and profits of the company and in the assets on winding up)
shall be conferred by an amount of stock which would not, if existing in shares, have conferred that
411privilege or advantage.
(c) Such of the regulations of the company as are applicable to paid-up shares shall apply to stock and
the words “share” and “shareholder” in those regulations shall include “stock” and “stock-holder”
respectively.
(iv) The company may, by special resolution, reduce in any manner and with, and subject to, any incident
authorised and consent required by law,
(a) Its share capital;
(b) Any capital redemption reserve account; or
(c) Any share premium account.
SHARES HELD JOINTLY
8. If the shares are held in the name of two or more jointly, then the person first named in the Register of Members shall
for all the purpose except voting and transfer, be deemed to be sole holder thereof. But the joint holders are severally
and jointly liable for all purpose.
BUY-BACK OF SHARES
9. Notwithstanding anything contained in these articles but subject to the provisions of sections 68 to 70 and any other
applicable provision of the Act or any other law for the time being in force, the company may purchase its own shares
or other specified securities.
LIEN
10. (i) The Company shall have a first and paramount lien upon all the Shares/ Debentures (not being a fully paid
up Share/Debentures) registered in the name of such member (whether solely or jointly with others) and upon
the proceeds of sale thereof for his debts, liabilities and engagements (whether presently payable or not) called
or payable at a fixed time in respect of such Shares/Debentures and no equitable interest in any share shall be
created except upon the footing and condition that this Article will have full effect solely or jointly with any
other person, to or with the Company, whether the period for the payment, fulfillment or discharge thereof
shall have actually alien or not and such lien shall extend to all dividends, from time to time, declared in
respect of shares, subject to section 124 and bonuses declared from time to time in respect of such shares
under the Act. The Board of Directors may at any time declare any shares to be wholly or in part exempt from
the provisions of this clause.
(iii) Subject to the provisions of the Act, the Company may sell, in such manner as the Board thinks fit, any Shares
on which the Company has a lien
(iv) Unless otherwise agreed by the Board, the registration of a transfer of Shares/Debentures shall operate as a
waiver of the Company’s lien on such Shares/Debentures.
(v) A Member shall not exercise any voting rights in respect of the Shares in regard to which the Company has
exercised the right of lien
(vi) Fully paid Shares shall be free from all lien and in the case of partly paid shares, the Company’s lien shall be
restricted to moneys called or payable at a fixed time in respect of such shares.
The Company may sell, in such manner as the Board thinks fit, any shares on which the Company has a lien.
Provided that no sale shall be made unless a sum in respect of which the lien exists is presently payable or
until the expiration of 14 (fourteen) days after a notice in writing stating and demanding payment of such part
of the amount in respect of which the lien exists as is presently payable, has been given to the registered holder
for the time being of the share or the person entitled thereto by reason of his death or insolvency.
To give effect to any such sale, the Board may authorise some person to transfer the shares sold to the
purchaser thereof. The purchaser shall be registered as the holder of the shares comprised in any such transfer.
The purchaser shall not be bound to see to the application of the purchase money, nor shall his title to the
shares be affected by any irregularity or invalidity in the proceedings in reference to the sale.
The proceeds of the sale shall be received by the Company and applied in payment of such part of the amount
in respect of which the lien exists as is presently payable. The residue, if any, shall, subject to a like lien for
sums not presently payable as existed upon the shares before the sale, be paid to the person entitled to the
shares at the date of the sale.
412CALL ON SHARES
11. (i) Board may, from time to time, make calls upon the members in respect of any money unpaid on the shares
(whether on account of the nominal value of the shares or by way of premium) and not by the conditions of
allotment thereof made payable at fixed times. Provided that the Board shall not give right or option to any
other person except with the sanction of the Company in General Meeting.
Provided further that no call shall exceed one-fourth of the nominal value of the Share or be payable at less
than 1 (one) month from the date fixed for the payment of the last preceding call.
(ii) Each member shall, subject to receiving at least fourteen days’ notice specifying the time or times and place
of payment, pay to the Company, at the time or times and place so specified, the amount called on his shares.
(iii) The Board may, from time to time, at its discretion, extend the time fixed for the payment of any call in
respect of one or more members as the Board may deem appropriate in any circumstances.
(iv) A call may be revoked or postponed at the discretion of the Board.
(v) A call shall be deemed to have been made at the time when the resolution of the Board authorizing the call
was passed and may be required to be paid by installments.
(vi) The joint holders of a share shall be jointly and severally liable to pay all calls in respect thereof.
(vii) a. Any sum which by the terms of issue of a share becomes payable on allotment or at any
fixed date, whether on account of the nominal value of the share or by way of premium, shall, for
the purposes of these regulations, be deemed to be a call duly made and payable on the date on which
by the terms of issue such sum becomes payable.
b. If a sum called in respect of a share is not paid before or on the day appointed for payment thereof
(“the due date”), the person from whom the sum is due shall pay interest thereon from the due date
to the time of actual payment at ten per cent per annum or at such lower rate, if any, as the Board
may determine. However, nothing in this Article render it compulsory for the Board to demand or
recover any interest from any such member.
c. The Board shall be at liberty to waive payment of any such interest wholly or in part.
d. In case of non-payment of such sum, all the relevant provisions of these regulations as to payment
of interest and expenses, forfeiture or otherwise shall apply as if such sum had become payable by
virtue of a call duly made and notified.
e. If by the conditions of allotment of any shares, the whole or part of the amount of issue price thereof
shall be payable by installments, then every such installment shall, when due, be paid to the
Company by the person who, for the time being and from time to time, is or shall be the registered
holder of the share or the legal representative of a deceased registered holder.
f. All calls shall be made on a uniform basis on all shares falling under the same class.
Explanation: Shares of the same nominal value on which different amounts have been paid-up shall not be
deemed to fall under the same class.
(viii) Neither a judgment nor a decree in favour of the Company for calls or other moneys due in respect of any
shares nor any part payment or satisfaction thereof nor the receipt by the Company of a portion of any money
which shall from time to time be due from any member in respect of any shares either by way of principal or
interest nor any indulgence granted by the Company in respect of payment of any such money shall preclude
the forfeiture of such shares as herein provided.
(ix) The Board may, if it thinks fit, subject to the provisions of Sections 2(31), 50, 73 and 74 of the Act, receive
from any member willing to advance the same, all or any part of the monies uncalled and unpaid upon any
shares held by him beyond the sums actually called for; and upon all or any of the monies so advanced, may
(until the same would, but for such advance, become presently payable) pay interest at such rate not
exceeding, unless the Company in General Meeting shall otherwise direct, twelve per cent. per annum, as
may be agreed upon between the Board and the member paying the sum in advance provided that money paid
in advance of calls on any share may carry interest but shall not confer a right to participate in profits or
dividend. The Board may at any time repay the amount so advanced.
(x) A Member shall not be entitled to any voting rights in respect of the moneys so paid by him until the same
would, but for such payment, become presently payable.
(xi) The provisions of these Articles relating to calls shall mutatis mutandis apply to any other securities including
413Debentures of the Company. Save as aforesaid, Regulations 13 to 18 of Table ‘F’ of the Act shall apply.
TRANSFER OF SHARES
12. (i) The securities or other interest of any Member shall be freely transferable. In respect of any transfer of Shares
registered in accordance with the provisions of these Articles, the Board may, at its discretion, direct an
endorsement of the transfer and the name of the transferee and other particulars on the existing share certificate
and authorize any Director or Officer of the Company to authenticate such endorsement on behalf of the
Company or direct the issue of a fresh share certificate, in lieu of and in cancellation of the existing certificate
in the name of the transferee. The instrument of transfer shall be in common form and in writing and all
provision of Section 56 of the Act and statutory modification thereof for the time being shall be duly complied
with in respect of all transfer of shares and registration thereof.
(ii) Any member desiring to sell any of his shares must notify the Board of Directors of the number of shares, the
fair value and the name of the proposed transferee and the Board must offer to the other shareholders the
shares offered at the fair value and if the offer is accepted, the shares shall be transferred to the acceptor and
if the shares or any of them, are not so accepted within one month from the date of notice to the Board the
members proposing transfers shall, at any time within three months afterwards, be at liberty, to sell and
transfer the shares to any persons at the same or at higher price.
(iii) No transfer of shares shall be made or registered without the previous sanction of the Directors, expect when
the transfer is made by any member of the Company to another member or to a member’s wife or child or
children or his heirs and the Directors may decline to give such sanction without assigning any reason subject
to Section 58 and 59 of the Act.
(iv) The Directors may refuse to register any transfer of shares (1) where the Company has a lien on the shares or
(2) where the shares are not fully paid up shares, subject to Section 58 and 59 of the Companies Act, 2013.
(v) Subject to the provision of this Article and Section 58 and 59 of the Act, the Directors may at its absolute
discretion, decline or refuse by giving reasons to register the transfer of any shares to any person, whom it
shall, in their opinion, be undesirable in the interest of the Company to admit to membership, after providing
sufficient cause, within a period of (i) fifteen days, in case of transfer of shares, (ii) seven days in case of
transmission of shares held in dematerialised form, or (iii) twenty one days in case of transmission of shares
held in physical form, or such other time period as prescribed under applicable laws for transfer or
transmission of securities, from the date on which the instrument of transfer, or the intimation of such
transmission, as the case may be, was delivered to the Company. Provided that the registration of transfer of
any securities shall not be refused on the ground of the transferor being alone or jointly with any other person
or persons, indebted to the Company on any account whatsoever except where the Company has a lien on
Shares. Transfer of Shares/Debentures in whatever lot shall not be refused.
(vi) Where in the case of partly paid Shares, an application for registration is made by the transferor alone, the
transfer shall not be registered, unless the Company gives the notice of the application to the transferee in
accordance with the provisions of the Act and the transferee gives no objection to the transfer within the time
period prescribed under the Act.
(vii) At the death of any members his or her shares be recognised as the property of his or her heirs upon production
of reasonable evidence as may required by the Board of Directors.
(viii) The instrument of transfer must be accompanied by the certificates of shares.
(ix) No fee shall be charged for registration of a transfer.
TRANSMISSION OF SHARES
13. (i) (a) On the death of a member, the survivor or survivors where the member was a joint holder, and his
nominee or nominees or legal representatives where he was a sole holder, shall be the only persons
recognized by the company as having any title to his interest in the shares.
(b) Nothing in clause 12(i)(a) shall release the estate of a deceased joint holder from any liability in
respect of any share which had been jointly held by him with other persons.
(ii) (a) Any person becoming entitled to a share in consequence of the death or insolvency of a member
may, upon such evidence being produced as may from time to time properly be required by the
Board and subject as hereinafter provided, elect, either—
(i) to be registered himself as holder of the share; or
(ii) to make such transfer of the share as the deceased or insolvent member could have made.
414(b) The Board shall, in either case, have the same right to decline or suspend registration as it would
have had, if the deceased or insolvent member had transferred the share before his death or
insolvency.
(iii) (a) If the person so becoming entitled shall elect to be registered as holder of the share himself, he shall
deliver or send to the company a notice in writing signed by him stating that he so elects.
(b) If the person aforesaid shall elect to transfer the share, he shall testify his election by executing a
transfer of the share.
(c) All the limitations, restrictions and provisions of these regulations relating to the right to transfer
and the registration of transfers of shares shall be applicable to any such notice or transfer as
aforesaid as if the death or insolvency of the member had not occurred and the notice or transfer
were a transfer signed by that member.
(iv) A person becoming entitled to a share by reason of the death or insolvency of the holder shall be entitled to
the same dividends and other advantages to which he would been titled if he were the registered holder of the
share, except that he shall not, before being registered as a member in respect of the share, be entitled in
respect of it to exercise any right conferred by membership in relation to meetings of the company. Provided
that the Board may, at any time, give notice requiring any such person to elect either to be registered himself
or to transfer the share, and if the notice is not complied with within ninety days, the Board may thereafter
withhold payment of all dividends, bonuses or other monies payable in respect of the share, until the
requirements of the notice have been complied with.
(v) No fee shall be charged for registration of transmission, probate, succession certificate and letters of
administration, certificate of death or marriage, power of attorney or similar other document.
FORFEITURE OF SHARES
14. (i) If a member fails to pay any call, or installment of a call, on the day appointed for payment thereof, the Board
may, at any time thereafter during such time as any part of the call or installment remains unpaid, serve a
notice on him requiring payment of so much of the call or installment as is unpaid, together with any interest
which may have accrued.
(ii) The notice aforesaid shall—
(a) name a further day (not being earlier than the expiry of fourteen days from the date of service of the
notice) on or before which the payment required by the notice is to be made; and
(b) state that, in the event of non-payment on or before the day so named, the shares in respect of which
the call was made shall be liable to be forfeited.
(iii) If the requirements of any such notice as aforesaid are not complied with, any share in respect of which the
notice has been given may, at any time thereafter, before the payment required by the notice has been made,
be forfeited by a resolution of the Board to that effect.
(iv) (a) A forfeited share may be sold or otherwise disposed of on such terms and In such manner as the
Board thinks fit.
(b) At any time before a sale or disposal as aforesaid, the Board may cancel the forfeiture on such terms
as it thinks fit.
(v) (a) A person whose shares have been forfeited shall cease to be a member in respect of the forfeited
shares, but shall, notwithstanding the forfeiture, remain liable to pay to the company all monies
which, at the date of forfeiture, were presently payable by him to the company in respect of the
shares.
(b) The liability of such person shall cease if and when the company shall have received payment in full
of all such monies in respect of the shares.
(vi) (a) A duly verified declaration in writing that the declared is a director, the manager or the secretary, of
the company, and that a share in the company has been duly forfeited on a date stated in the
declaration, shall be conclusive evidence of the facts therein stated as against all persons claiming
to be entitled to the share.
415(b) The company may receive the consideration, if any, given for the share on any sale or disposal
thereof and may execute a transfer of the share in favour of the person to whom the share is sold or
disposed of.
(c) The transferee shall thereupon be registered as the holder of the share.
(d) The transferee shall not be bound to see to the application of the purchase money, if any, nor shall
his title to the share be affected by any irregularity or invalidity in the proceedings in reference to
the forfeiture, sale or disposal of the share.
(vii) The provisions of these regulations as to forfeiture shall apply in the case of non-payment of any sum which,
by the terms of issue of a share, becomes payable at a fixed time, whether on account of the nominal value of
the share or by way of premium, as if the same had been payable by virtue of a call duly made and notified.
(ix) Where a dividend has been declared by the Company but has not been paid or claimed within thirty days from
the date of the declaration to any shareholder entitled to the payment of the dividend, the Company shall,
within 7 (seven) days from the date of expiry of the said period of thirty days, transfer the total amount of
dividend which remains unpaid or unclaimed to a special account to be opened by the Company in that behalf
in any scheduled bank to be called the unpaid dividend account (“Unpaid Dividend Account”).
(x) Any money transferred to the “Unpaid Dividend Account” of the Company which remains unpaid or
unclaimed for a period of 7 (seven) years from the date of such transfer shall be transferred by the Company
along with interest accrued, if any, thereon to the Investor Education and Protection Fund established under
sub-section (1) of Section 125 of the Act.
(xi) No unclaimed or unpaid dividend shall be forfeited by the Board before it becomes barred by law.
(xii) The provisions of these Articles relating to forfeiture of shares shall mutatis mutandis apply to any other
securities including debentures of the Company. Save as aforesaid, Regulations 28 to 34 of Table ‘F’ of the
Act shall apply.
CAPITALISATION OF PROFITS
15. (i) (a) The company in general meeting may, upon the recommendation of the Board, Resolve—
(i) that it is desirable to capitalize any part of the amount for the time being standing to the
credit of any of the company’s reserve accounts, or to the credit of the profit and loss
account, or otherwise available for distribution; and
(ii) that such sum be accordingly set free for distribution in the manner specified in clause 15(2)
amongst the members who would have been entitled thereto, if distributed by way of
dividend and in the same proportions.
(b) The sum aforesaid shall not be paid in cash but shall be applied, subject to the provision, either in or
towards—
(i) Paying up any amounts for the time being unpaid on any shares held by such members
respectively;
(ii) Paying up in full, unissued shares of the company to be allotted and distributed, credited as
fully paid-up, to and amongst such members in the proportions afore said;
(iii) Partly in the way specified in sub-clause (i) and partly in that specified in sub-clause (ii);
(iv) A securities premium account and a capital redemption reserve account may, for the
purposes of this regulation, be applied in the paying up of unissued shares to be issued to
members of the company as fully paid bonus shares
(v) The Board shall give effect to the resolution passed by the company in pursuance of this
regulation.
(ii) (a) Whenever such a resolution as aforesaid shall have been passed, the Board shall—
(i) make all appropriations and applications of the undivided profits resolved to be capitalized
thereby, and all allotments and issues of fully paid shares if any; and
(ii) generally do all acts and things required to give effect thereto.
416(b) The Board shall have power—
(i) to make such provisions, by the issue of fractional certificates or by payment in cash or
otherwise as it thinks fit, for the case of shares becoming distributable infractions; and
(ii) to authorize any person to enter, on behalf of all the members entitled there to, into an
agreement with the company providing for the allotment to them respectively, credited a
fully paid-up, of any further shares to which they may be entitled upon such capitalisation,
or as the case may require, for the payment by the company on their behalf, by the
application thereto of their respective proportions of profits resolved to be capitalized, of
the amount or any part of the amounts remaining unpaid on their existing shares;
(c) Any agreement made under such authority shall be effective and binding on such members.
GENERAL MEETINGS
16. (i) All general meetings other than annual general meeting shall be called extraordinary general meeting.
(ii) A General meeting of the Company may be called by giving not less than 21 days’ notice either in writing or
through electronic mode in such manner as may be prescribed. Provided that a General meeting may be called
at shorter notice if consent is given in writing or by electronic mode by not less than ninety –five percent of
the members entitled to vote at such meeting.
(iii) (a) The Board may, whenever it thinks fit, call an extraordinary general meeting.
(b) If at any time directors capable of acting who are sufficient in number to form a quorum are not
within India, any director or any two members of the company may call an extraordinary general
meeting in the same manner, as nearly as possible, as that in which such a meeting may be called by
the Board.
General Meeting may be held through video conferencing or other audio visual means in compliance
with the Act or any other applicable laws/ regulations.
PROCEEDINGS AT GENERAL MEETINGS
17. (i) (a) No business shall be transacted at any general meeting unless a quorum of members is present at the
time when the meeting proceed to business.
(b) Save as otherwise provided herein, the quorum for the general meetings shall be as provided in
section 103.
(ii) The chairperson, if any, of the Board shall preside as Chairperson at every general meeting of the company.
(iii) If there is no such Chairperson, or if he is not present within fifteen minutes after the time appointed for
holding the meeting, or is unwilling to act as chairperson of the meeting, the directors present shall elect one
of their members to be Chairperson of the meeting.
(iv) If at any meeting no director is willing to act as Chairperson or if no director is present within fifteen minutes
after the time appointed for holding the meeting, the members present shall choose one of their members to
be Chairperson of the meeting.
(v) (a) The Chairperson may, with the consent of any meeting at which a quorum is present, and shall, if so
directed by the meeting, adjourn the meeting from time to time and from place to place.
(c) No business shall be transacted at any adjourned meeting other than the business left unfinished at
the meeting from which the adjournment took place.
(i) When a meeting is adjourned for thirty days or more, notice of the adjourned meeting shall
be given as in the case of an original meeting.
(ii) Save as aforesaid, and as provided in section 103 of the Act, it shall not be necessary to
give any notice of an adjournment or of the business to be transacted at an adjourned
meeting.
VOTING RIGHTS AND PROXY
41718. (i) Subject to any rights or restrictions for the time being attached to any class or classes of shares,—
(a) on a show of hands, every member present in person shall have one vote; and
(b) on a poll, the voting rights of members shall be in proportion to his share in the paid-up equity share
capital of the company.
(ii) A member may exercise his vote at a meeting by electronic means in accordance with section 108 and shall
vote only once.
(iii) (a) In the case of joint holders, the vote of the senior who tenders a vote, whether in person or by proxy,
shall be accepted to the exclusion of the votes of the other joint holders.
(b) For this purpose, seniority shall be determined by the order in which the names stand in the register
of members.
(iv) A member of unsound mind, or in respect of whom an order has been made by any court having jurisdiction
in lunacy, may vote, whether on a show of hands or on a poll, by his committee or other legal guardian, and
any such committee or guardian may, on a poll, vote by proxy.
(v) Any business other than that upon which a poll has been demanded may be preceded with, pending the taking
of the poll.
(vi) No member shall be entitled to vote at any general meeting unless all calls or other sums presently
payable by him in respect of shares in the company have been paid.
(vii) (a) No objection shall be raised to the qualification of any voter except at the meeting or adjourned
meeting at which the vote objected to is given or tendered, and every vote not disallowed at such
meeting shall be valid for all purposes.
(b) Any such objection made in due time shall be referred to the Chairperson of the meeting, whose
decision shall be final and conclusive.
(viii) The instrument appointing a proxy and the power-of-attorney or other authority, if any, under which it is
signed or a notarised copy of that power or authority, shall be deposited at the registered office of the company
not less than 48 hours before the time for holding the meeting or adjourned meeting at which the person
named in the instrument proposes to vote, or, in the case of a poll, not less than 24 hours before the time
appointed for the taking of the poll; and in default the instrument of proxy shall not be treated as valid.
(ix) An instrument appointing a proxy shall be in the form as prescribed in the rules made under section 105.
(x) A vote given in accordance with the terms of an instrument of proxy shall be valid, notwithstanding the
previous death or insanity of the principal or the revocation of the proxy or of the authority under which the
proxy was executed, or the transfer of the shares in respect of which the proxy is given: Provided that no
intimation in writing of such death, insanity, revocation or transfer shall have been received by the company
at its office before the commencement of the meeting or adjourned meeting at which the proxy is used.
DIRECTORS
19. (i) The number of Directors shall not be less than three and not more than fifteen.
(ii) The first Directors of the Company shall be:-
(a) Mr. Mysore Ramachandrasetty Jaishankar
(b) Ms. Nirupa Shankar
(c) Mr. Vineet Verma
(iii) Subject to the provisions of Section 152 of the Act at every Annual General Meeting, one-third of such of the
Directors for the time being as are liable to retire by rotation, or if their number is not three or a multiple of
three, then the number nearest to one-third, shall retire from office.
(iv) The Directors may from time to time, appoint one or more of their body to the office of the Managing Director
418for one or more of the divisions of the business carried on by the Company and to enter into agreement with
him in such terms and conditions as they may deem fit.
(v) Subject to the provisions of section 161, the Board of Directors, at any time and from time to time, to appoint
any person as additional Director in addition to the existing Director so that the total number of Directors
shall not at any time exceed the number fixed for Directors in these articles, Approval from the Shareholders
shall be sought for an additional Director so appointed within the time limits specified under the Act and
other applicable laws/ regulations.
The Board of Directors may appoint a person, not being a person holding any alternate directorship for any
other Director in the Company, to act as an Alternate Director to act for a Director (hereinafter called “the
Original Director”) during his absence for a period of not less than three months from India.
(vi) The Managing Director may be paid such remuneration as may, from time to time, be determined by the
Board and such remuneration as may be fixed by way of salary or commission or participation in profits or
partly in one way or partly in another subject to the provisions of the Companies Act, 2013.
Every Director other than the Managing Director and the Whole-time Director shall be paid a sitting fee not
exceeding such sum as may be prescribed by the Act from time to time for each meeting of the Board of
Directors or any Committee thereof attended by him and shall be paid in addition thereto all travelling, hotel
and other expenses properly incurred by him in attending and returning from the meetings of the Board of
Directors or any committee thereof or General Meeting of the Company or in connection with business of the
Company to and from any place.
In addition to sitting fees, Company may pay commission, if any, within the monetary limit approved by
shareholders and subject to the limit as specified in the Act.
(vii) The quorum necessary for the transaction, of the business of the Board meeting subject to Section 174 of the
Act, shall be one third of the total strength or at least two whichever is higher. The participation of the
directors by video conferencing or by other audio visual means shall also be count for the purpose of quorum.
(viii) Subject to section 175 of the Act, a resolution in writing signed by the Director except a resolution which the
Act specifically required it to be passed at a Board meeting shall be effective for all purposes as a resolution
passed at a meeting of Directors duly called, held and constituted.
(ix) If any Director or Directors shall undertake special services for the company, the Board of Directors may
sanction a special remuneration for his or their work, as they may think proper provided that the confirmation
of the members in the General Meeting shall be taken thereof.
PROCEEDINGS OF THE BOARD
20. (i) (a) The Board of Directors may meet for the conduct of business, adjourn and otherwise regulate its
meetings, as it thinks fit provided that there should not be a gap of more than 120 (one hundred and
twenty) days between two consecutive Board Meetings.
(b) A director may, and the manager or secretary on the requisition of a director shall, at any time,
summon a meeting of the Board.
(ii) (a) Save as otherwise expressly provided in the Act, questions arising at any meeting of the Board shall
be decided by a majority of votes.
(b) In case of an equality of votes, the Chairperson of the Board, if any, shall have a second or casting
vote.
(iii) The continuing directors may act notwithstanding any vacancy in the Board; but, if and so long as their
number is reduced below the quorum fixed by the Act for a meeting of the Board, the continuing directors or
director may act for the purpose of increasing the number of directors to that fixed for the quorum, or of
summoning a general meeting of the company, but for no other purpose.
(iv) A meeting of the Board shall be called by giving not less than seven days notice in writing to every director
at his address registered with the company and such notice shall be sent by hand delivery or by post or
electronic means.
(v) (a) The Board may elect a Chairperson of its meetings and determine the period for which he is to hold
419office.
(b) If no such Chairperson is elected, or if at any meeting the Chairperson is not present within five
minutes after the time appointed for holding the meeting, the directors present may choose one of
their numbers to be Chairperson of the meeting.
(vi) (a) The Board may, subject to the provisions of the Act, delegate any of its powers to committees
consisting of such member or members of its body as it thinks fit.
(b) Any committee so formed shall, in the exercise of the powers so delegated, conform to any
regulations that may be imposed on it by the Board.
(vii) (a) A committee may elect a Chairperson of its meetings;
(b) If no such Chairperson is elected, or if at any meeting the Chairperson is not present within five
minutes after the time appointed for holding the meeting, the members present may choose one of
their members to be Chairperson of the meeting.
(c) A committee may meet and adjourn as it thinks fit
(d) Questions arising at any meeting of a committee shall be determined by a majority of votes of the
members present, and in case of an equality of votes, the Chairperson shall have a second or casting
vote.
(e) All acts done in any meeting of the Board or of a committee thereof or by any person acting as a
director, shall, notwithstanding that it may be afterwards discovered that there was some defect in
the appointment of any one or more of such directors or of any person acting as aforesaid, or that
they or any of them were disqualified, be as valid as if every such director or such person had been
duly appointed and was qualified to be a director.
(f) Save as otherwise expressly provided in the Act, a resolution in writing, signed by all the members
of the Board or of a committee thereof, for the time being entitled to receive notice of a meeting of
the Board or committee, shall be valid and effective as if it had been passed at a meeting of the Board
or committee, duly convened and held
(viii) The quorum necessary for the transaction of the business of Directors shall be two Directors or one third of
the total number of Directors whichever is higher. A meeting of the Directors for the time being, at which a
quorum is present, shall be competent to exercise all or any of the authorities, powers and discretions by law
or under the Articles and regulations for the time being vested or exercisable by the Directors generally.
(ix) For Meeting of Board of Directors of the Company, the Board of Directors may meet for the dispatch of
business, adjourn and otherwise regulate its meetings, as it thinks fit.
(x) A Director or Directors may on the requisition of a director or director of the Company, at any time, summon
a meeting of the Board.
(xi) Save as otherwise expressly provided in the Act, question arising at any meeting of the Board shall be decided
by a simple majority of votes.
(xii) The Members may by passing an Ordinary Resolution remove a director, before the expiry of his period of
office.
KEY MANAGERIAL PERSONNEL (KMP)
CHIEF EXECUTIVE OFFICER, MANAGER, COMPANY SECRETARY OR CHIEF FINANCIAL OFFICER.
21. (i) Subject to the provisions of the Section 203 of the Act,
(a) A chief executive officer, manager, company secretary or chief financial officer may be appointed
by the Board for such term, at such remuneration and upon such conditions as it may thinks fit; and
any chief executive officer, manager, company secretary or chief financial officer so appointed may
be removed by means of are solution of the Board;
(b) A director may be appointed as chief executive officer, manager, company secretary or chief
financial officer.
420(ii) A provision of the Act or these regulations requiring or authorizing a thing to be done by or to a director and
chief executive officer, manager, company secretary or chief financial officer shall not be satisfied by its
being done by or to the same person acting both as director and as, or in place of, chief executive officer,
manager, company secretary or chief financial officer.
Any vacancy of Key Managerial Personnel shall be filled in compliance with the Act or any other laws/
regulation, as may be applicable.
COMMON SEAL
22. (i) (a) The Common Seal of the Company may be made either of metal or of rubber as the directors may
decide.
(b) The Board shall provide for the safe custody of the Company’s Common Seal.
(c) The Seal shall not be affixed to any instrument except by the authority of a resolution of the Board
or of a Committee of the Board authorised by it in that behalf and except in the presence of at least
one director or the secretary who shall sign every instruments to which the seal of the Company if
so affixed. The share certificate will, however, be signed and sealed in accordance with Rule
prescribed by Central Government in this regard.
BORROWING POWERS
23. (i) Subject to section 73 and 179 of the Companies Act. 2013, and Regulations made there under and Directions
issued by the Reserve Bank of India the directors may, from time to time, raise or borrow any sums of money
for and on behalf of the Company from the member or other persons, companies or banks or they may
themselves advance money to the company on such interest as may be approved by the Directors.
(ii) The Directors may, from time to time, secure the payment of such money in such manner and upon such
terms and conditions in all respects as they deem fit and in particular by the issue of bonds or debentures or
by pledge, mortgage, charge or any other security on all or any properties of the Company (both present and
future) including its uncalled capital for the time being.
(iii) Any bonds, Debentures, debenture-stock or other securities may if permissible under applicable law be issued
at par, premium or otherwise by the Company and shall with the consent of the Directors be issued upon such
terms and conditions and in such manner and for such consideration as the Board shall consider to be for the
benefit of the Company, and on the condition that they or any part of them may be convertible into Equity
Shares of any denomination, and with any privileges and conditions as to the redemption, surrender, allotment
of shares, attending (but not voting) in the General Meeting, appointment of Directors or otherwise. Provided
that debentures with rights to allotment of or conversion into Equity Shares shall not be issued except with,
the sanction of the Company in General Meeting accorded by a Special Resolution, as they think fit, and in
particular, by promissory notes or by receiving deposits and advances with or without security or by the issue
of bonds, debentures, perpetual or otherwise, including debentures convertible into shares of this Company
or any other company or perpetual annuities and to secure any such money so borrowed, raised or received,
mortgage, pledge or charge the whole or any part of the property, assets or revenue of the Company present
or future, including its uncalled capital by special assignment or otherwise or to transfer or convey the same
absolutely or in trust and to give the lenders powers of sale and other powers as may be expedient and to
purchase, redeem or pay off any such securities; provided however, that the moneys to be borrowed, together
with the money already borrowed by the Company apart from temporary loans obtained from the Company’s
bankers in the ordinary course of business shall not, without the sanction of the Company by a Special
Resolution at a General Meeting, exceed the aggregate of the paid up capital of the Company and its free
reserves. Provided that every Special Resolution passed by the Company in General Meeting in relation to
the exercise of the power to borrow shall specify the total amount up to which moneys may be borrowed by
the Board of Directors.
OPERATION OF BANK ACCOUNTS
24. The Directors shall have the power to open bank accounts to sign cheques on behalf of the Company and to operate
all banking accounts of the Company and to receive payments, make endorsements, draw and accept negotiable
instruments, hundies and bills or may authorize any other person or persons to exercise such powers.
DIVIDENDS AND RESERVE
25. (i) The company in the General Meeting may declare dividends, but no dividend shall exceed the amount
recommended by the Board.
(ii) Subject to the provisions of section 123, the Board may from time to time pay to the members such interim
421dividends as appear to it to be justified by the profits of the company.
(iii) (a) The Board may, before recommending any dividend, set aside out of the profits of the company such
sums as it thinks fit as a reserve or reserves which shall, at the discretion of the Board, be applicable
for any purpose to which the profits of the company may be properly applied, including provision
for meeting contingencies or for equalizing dividends; and pending such application, may, at the like
discretion, either be employed in the business of the company or be invested in such investments
(other than shares of the company) as the Board may, from time to time, thinks fit.
(b) The Board may also carry forward any profits which it may consider necessary motto divide, without
setting them aside as a reserve.
(iv) (a) Subject to the rights of persons, if any, entitled to shares with special rights as to dividends, all
dividends shall be declared and paid according to the amounts paid or credited as paid on the shares
in respect whereof the dividend is paid, but if and so long as nothing is paid upon any of the shares
in the company, dividends may be declared and paid according to the amounts of the shares.
(b) No amount paid or credited as paid on a share in advance of calls shall be treated for the purposes
of this regulation as paid on the share.
(c) All dividends shall be apportioned and paid proportionately to the amounts paid or credited as paid
on the shares during any portion or portions of the period in respect of which the dividend is paid;
but if any share is issued on terms providing that it shall rank for dividend as from a particular date
such share shall rank for dividend accordingly.
(v) The Board may deduct from any dividend payable to any member all sums of money, if any, presently payable
by him to the company on account of calls or otherwise in relation to the shares of the company.
(vi) (a) Any dividend, interest or other monies payable in cash in respect of shares maybe paid by cheque or
warrant sent through the post directed to the registered address of the holder or, in the case of joint
holders, to the registered address of that one of the joint holders who is first named on the register
of members, or to such person and to such address as the holder or joint holders may in writing
direct.
(b) Every such cheque or warrant shall be made payable to the order of the person to whom it is sent.
(vii) Any one of two or more joint holders of a share may give effective receipts for any dividends, bonuses or
other monies payable in respect of such share.
(viii) Notice of any dividend that may have been declared shall be given to the persons entitled to share therein in
the manner mentioned in the Act.
(xi) No dividend shall bear interest against the company.
ACCOUNTS
26. (i) The Board shall, from time to time, determine whether and to what extent and at what, times and places and
under what conditions or regulation the accounts and books of the Company or any of them shall be open to
the inspection of members (not being Director).
(ii) No members (not being Director) shall have any right of inspecting any accounts or books of account of the
Company except as conferred by law or authorised by the Board or by the Company in General Meeting.
(iii) The Directors shall in all respect comply with the provisions of Section 128,134, 137, 206, 207 and 208, of
the Act, and profits and Loss Account, Balance Sheet and Auditors Report and every other document required
by law to annexed or attached as the case may be, to the Balance Sheet, to be sent to every member and
debenture holder of the Company and every trustee for the holders of the debentures issued by the Company
at least twenty one days before the date of Annual general meeting of the Company at which they are to be
laid, subject to the provisions of section 136 of the Act.
FOREIGN REGISTER
28. (i) The Company may exercise the powers conferred on it by Section 88 of the Act with regard to the keeping
422of a foreign register.
(ii) The Board may make and vary such regulations as it may think fit respecting the keeping of any such register.
AUDIT
29. (i) (a) The first Auditor of the Company shall be appointed by the Board of Directors within one month
from the date of registration of the Company and the Auditors so appointed shall hold office until
the conclusion of the first Annual General Meeting.
(b) At first annual General Meeting the Company shall appoint an Auditor to hold Office from the
conclusion of the Meeting till the conclusion of its sixth Annual General Meeting and thereafter till
the conclusion of every six meeting.
(c) The remuneration of the Auditor shall be fixed by the Company in the Annual General Meeting or
in such manner as the Company in the Annual General Meeting may determine. In case of an Auditor
appointed by the Board his remuneration shall be fixed by the Board.
WINDING UP
30. (i) If the Company shall be wound up, the liquidator may with the sanction of a special resolution of the company
and any other sanction required by the Act, divide amongst the members, in specie or in kind the whole or
any part of the assets of the Company, whether they shall consist of property of the same kind or not.
(ii) For the purpose aforesaid, the liquidator may set such value as he deems fair, upon any property to be divided
as aforesaid and may determine how such division shall be carried out as between the member or different
classes of members.
(iii) The liquidator may with the like sanction, vest the whole or any part of such assets in trustees upon such trust
for the benefits of the contributors as the liquidator, with the like sanction, shall think fit but so that no member
shall be compelled to accept any share or such other securities whereon there is any liability.
SECRECY
31. Subject to the provisions of law of land and the Act, every manager, auditor, trustee, member of a committee, officer
servant, agent, accountant or other persons employed in the business of the company shall, if so required by the Board
of Directors before entering upon his duties, sign, declaration, pledging himself to observe strict secrecy respecting all
transactions of the Company with its customers and the state of account with individuals and in matters relating thereto
and shall by such declaration pledge himself, not to reveal any of the matters which may come to his knowledge in the
discharge of his duties except when required to do so by the directors or by any court of law and except so far as may
be necessary in order to comply with any of the provisions in these presents.
INDEMNITY
32. Every officer of the company shall be indemnified out of the assets of the company against any liability incurred by
him in defending any proceedings, whether civil or criminal, in which judgment is given in his favour or in which he
is acquitted or in which relief is granted to him by the court or the Tribunal.
GENERAL AUTHORITY
33. Wherever in the applicable provisions under Companies Act, 2013 it has been provide that any Company shall have
any right, privilege or authority or that any Company could carry out any transaction only if the Company is authorised
by it Articles, then and in that case this regulation hereby authorizes and empowers the Company to have such right,
privilege or authority and to carry out such transaction as have been permitted by the Act without there being any other
specific regulation in that behalf herein provided.
423SECTION XI: OTHER INFORMATION
MATERIAL CONTRACTS AND DOCUMENTS FOR INSPECTION
The copies of the following documents and contracts (not being contracts entered into in the ordinary course of business carried
on by our Company) which are, or may be deemed material, have been entered or to be entered into by our Company. These
contracts, copies of which were be attached to the copy of this Red Herring Prospectus and will be attached to the copy of the
Prospectus that will be filed with the RoC, and also the documents for inspection referred to hereunder may be inspected at our
Registered and Corporate Office, from 10.00 a.m. to 5.00 p.m. IST on Working Days and will also be available for inspection
on our website at https://bhvl.in from the date of this Red Herring Prospectus until the Bid/ Issue Closing Date (except for such
documents or agreements executed after the Bid/ Issue Closing Date).
A. Material contracts for the Issue
1. Issue Agreement dated October 30, 2024 between our Company, and the BRLMs.
2. Registrar Agreement dated October 23, 2024 between our Company, and the Registrar to the Issue.
3. Cash Escrow and Sponsor Bank Agreement dated July 11, 2025 between our Company, the Registrar to the
Issue, the BRLMs, the Syndicate Members, and the Bankers to the Issue.
4. Syndicate Agreement dated July 11, 2025 between our Company, the BRLMs, the Registrar to the Issue and
the Syndicate Members.
5. Monitoring agency agreement dated July 14, 2025 between our Company and the Monitoring Agency.
6. Underwriting Agreement dated [●] between our Company, and the Underwriters.
B. Material documents
1. Certified copies of the Memorandum of Association and Articles of Association of our Company, as amended
from time to time.
2. Certificate of incorporation dated August 24, 2016, issued by the Deputy Registrar of Companies, Central
Registration Centre, on behalf of the jurisdictional Registrar of Companies to our Company in the name of
‘Brigade Hotel Ventures Limited’.
3. Resolution of our Board dated October 19, 2024, read with its resolution dated July 7, 2025, and resolution
of our Shareholders dated October 21, 2024 authorising the Issue and other related matters.
4. Resolution of our Board dated October 28, 2024 approving the Draft Red Herring Prospectus.
5. Resolution of the Committee of Directors dated October 30, 2024 approving the Draft Red Herring
Prospectus.
6. Resolution of the board of directors of our Material Subsidiary dated July 4, 2025 approving the issuance of
B series unsecured and unlisted non-convertible debentures to our Company.
7. Resolution of our Board dated July 7, 2025 approving the deployment of a portion of the Net Proceeds towards
subscribing to the B series unsecured and unlisted non-convertible debentures issued by our Material
Subsidiary.
8. Resolution of our Board dated July 18, 2025 approving this Red Herring Prospectus.
9. Scheme of Arrangement entered into between our Company, Brigade Enterprises Limited, Brigade
Hospitality Services Limited, Augusta Club Private Limited and their respective shareholders and creditors,
as approved by the National Company Law Tribunal, Bengaluru on March 13, 2018,
10. Valuation report dated November 22, 2016 for the Scheme of Arrangement, issued by B.K. Ramadhyani &
Co. LLP.
11. Consent letter dated October 15, 2024, issued by B.K. Ramadhyani & Co. LLP in relation to the valuation
report.
12. Consent letter dated July 6, 2025, issued by Crowe Horwath HTL Consultants Private Limited in relation to
the Industry Report.
13. Copies of the annual report of our Company for the preceding three Financial Years i.e., Financial Years
ended March 31, 2025, March 31, 2024 and March 31, 2023.
42414. The report titled “Industry Report – India Hotel Sector” dated July 6, 2025 issued by Crowe Horwath HTL
Consultants Private Limited, which has been commissioned by and paid for by our Company pursuant to an
engagement letter dated March 7, 2024 (accepted by our Company on March 13, 2024), the revised
engagement letter dated December 19, 2024 read with the addendum to the engagement letter dated May 2,
2025 executed by and between our Company and Crowe Horwath HTL Consultants Private Limited,
exclusively for the purposes of the Issue.
15. The examination report dated July 7, 2025 issued by our Statutory Auditors on our Restated Consolidated
Summary Statements, included in this Red Herring Prospectus.
16. The report dated July 7, 2025 on statement of special tax benefits issued by our Statutory Auditors, included
in this Red Herring Prospectus.
17. Consent of our Directors, Company Secretary and Compliance Officer, legal counsel to our Company as to
Indian law, Bankers to our Company, Banker(s) to the Issue, the BRLMs, Syndicate Members, Registrar to
the Issue, Monitoring Agency, Escrow Collection Bank(s), Public Issue Account Bank(s), Refund Bank(s),
Sponsor Bank(s), in their respective capacities.
18. Resolution dated July 18, 2025, passed by the Audit Committee approving the key performance indicators of
our Company for disclosure in this Red Herring Prospectus.
19. Certificate dated July 18, 2025 issued by Manian & Rao, Chartered Accountants, certifying the key
performance indicators of our Company disclosed in this Red Herring Prospectus
20. Sale deed dated October 16, 2023 which was entered between the District Collector Ranga Reddy District,
Telangana (read with the power of attorney conferred by the Government of India) and BEL.
21. Memorandum of agreement dated October 21, 2024 entered into by our Company with our Promoter in
relation to the purchase of land in Bengaluru for construction of a hotel on the Land Parcel, read with the
letter of extension dated June 16, 2025.
22. Memorandum of agreement dated October 21, 2024 entered into by our Company with Brigade Hospitality
Services Limited in relation to the purchase of land in Kerala for construction of a luxury wellness resort,
read with the letter of extension dated June 16, 2025.
23. Memorandum of agreement dated October 24, 2024 entered into by our Company with our Promoter, read
with the letter of extension dated June 16, 2025, and the valuation report dated October 24, 2024 issued by
Er. Venkateshwarlu Jagini, Technocrats, Registered Valuers in relation to the purchase of undivided share of
the Scheduled Property in the Land Parcel from our Promoter.
24. Deed of absolute sale dated June 18, 2025 between our Company and TVS Mobility Private Limited.
25. Investment Agreement dated July 2, 2025 between our Company, our Promoter and 360 ONE Alternates
Asset Management Limited, read with the Deed of Accession dated July 3, 2025 between 360 ONE Special
Opportunities Fund – Series 9, 360 ONE Special Opportunities Fund – Series 10, 360 ONE Special
Opportunities Fund – Series 11, 360 ONE Special Opportunities Fund – Series 12, 360 ONE Special
Opportunities Fund – Series 13, 360 ONE Large Value Fund – Series 2.
26. Written consent dated July 18, 2025 from S. R. Batliboi & Associates LLP, Chartered Accountants, to include
their names as required under Section 26(1) of the Companies Act, 2013 read with SEBI ICDR Regulations,
in this Red Herring Prospectus, and as an “expert” as defined under Section 2(38) of the Companies Act,
2013 to the extent and in their capacity as our Statutory Auditors, and in respect of their (a) examination
report dated July 7, 2025 on the Restated Consolidated Summary Statements, and (b) report dated July 7,
2025 on statement of special tax benefits in this Red Herring Prospectus, and such consents have not been
withdrawn as on the date of this Red Herring Prospectus. However, the term “expert” shall not be construed
to mean an “expert” as defined under the U.S. Securities Act.
27. Written consent dated July 7, 2025 from Manian & Rao, Chartered Accountants, holding a valid peer review
certificate from the ICAI, to include their name as required under Section 26(5) of the Companies Act, 2013
read with SEBI ICDR Regulations, in this Red Herring Prospectus, and as an “expert” as defined under
Section 2(38) of the Companies Act, 2013 to the extent and in respect of the certificates issued by them in
their capacity as an independent chartered accountant to our Company, and such consent has not been
withdrawn as on the date of this Red Herring Prospectus. However, the term “expert” shall not be construed
to mean an “expert” as defined under the U.S. Securities Act.
28. Written consent dated October 28, 2024 from Zecorate Private Limited, the independent architect, to include
their name as required under Section 26(5) of the Companies Act, 2013 read with SEBI ICDR Regulations,
in this Red Herring Prospectus, and as an “expert” as defined under Section 2(38) of the Companies Act,
4252013, to the extent and in their capacity as an independent architect in respect of information certified by
them, as included in this Red Herring Prospectus and such consent has not been withdrawn as on the date of
this Red Herring Prospectus. However, the term “expert” shall not be construed to mean an “expert” as
defined under the U.S. Securities Act.
29. Written consent dated July 7, 2025 from the statutory auditor of our Subsidiary, namely, Brahmayya & Co.,
Chartered Accountants, holding a valid peer review certificate from the ICAI, to include their names as
required under Section 26(5) of the Companies Act, 2013 read with SEBI ICDR Regulations, in this Red
Herring Prospectus, and as an “expert” as defined under Section 2(38) of the Companies Act, 2013 to the
extent and in their capacity as the statutory auditor for the Subsidiary, and in respect of their statement of
special tax benefits available to our Subsidiary dated July 7, 2025 and such consents have not been withdrawn
as on the date of this Red Herring Prospectus. However, the term “expert” shall not be construed to mean an
“expert” as defined under the U.S. Securities Act.
30. Consent from our hotel operators, namely, Accor, IHG, Marriott and Hyatt dated March 21, 2024, October
17, 2024 (read with the revised letter dated January 23, 2025), October 18, 2024 (read with the revised letter
dated May 15, 2025) and May 16, 2025, respectively.
31. Trademark licensing agreement dated September 26, 2024 entered into by our Company with, our Promoter.
32. Due Diligence Certificate dated October 30, 2024 addressed to SEBI from the BRLMs.
33. In-principle listing approvals both dated December 30, 2024 issued by BSE and NSE.
34. Tripartite agreement dated December 20, 2018 between our Company, NSDL and the Registrar to the Issue.
35. Tripartite agreement dated May 22, 2024 between our Company, CDSL and the Registrar to the Issue.
36. Letter to SEBI from the BRLMs dated July 4, 2025 in relation to the Pre-IPO Placement undertaken by our
Company containing the confirmations (i) that the subscribers were intimated that there is no guarantee that
our Company may proceed with the Issue or such Issue may be successful, (ii) that the Pre-IPO Placement
was disclosed by way of public advertisement and will be included in the Price Band advertisement, and (iii)
that the Company has undertaken that the proceeds from the Pre-IPO Placement shall be completely
attributed/adjusted towards general corporate purposes of the objects of the Issue;
37. Final observation letter bearing reference number SEBI/HO/CFD/RAC-DIL2/P/OW/2025/2879/1 dated
January 28, 2025 issued by SEBI.
Any of the contracts or documents mentioned in this Red Herring Prospectus may be amended or modified at any time if so
required in the interest of our Company or if required by the other parties, without reference to the shareholders subject to
compliance of the provisions contained in the Companies Act and other relevant statutes.
We confirm that there are no other agreements, arrangements and clauses or covenants which are material and which need to
be disclosed or the non-disclosure of which may have bearing on the investment decision in the Issue, other than the ones which
have already been disclosed in this Red Herring Prospectus.
426DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act and the rules, regulations and guidelines issued
by the Government of India and the rules, regulations and guidelines issued by SEBI, established under Section 3 of the SEBI
Act, as the case may be, have been complied with and no statement, disclosure or undertakings made in this Red Herring
Prospectus is contrary to the provisions of the Companies Act, the SCRA, the SCRR, the SEBI Act, each as amended or rules
made or guidelines or regulations issued thereunder, as the case may be. I further certify that all statement, disclosures and
undertakings made in this Red Herring Prospectus are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
________________________________________
Nirupa Shankar
Managing Director
Date: July 18, 2025
Place: Bengaluru
427DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act and the rules, regulations and guidelines issued
by the Government of India and the rules, regulations and guidelines issued by SEBI, established under Section 3 of the SEBI
Act, as the case may be, have been complied with and no statement, disclosure or undertakings made in this Red Herring
Prospectus is contrary to the provisions of the Companies Act, the SCRA, the SCRR, the SEBI Act, each as amended or rules
made or guidelines or regulations issued thereunder, as the case may be. I further certify that all statement, disclosures and
undertakings made in this Red Herring Prospectus are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
________________________________________
Amar Shivram Mysore
Non-Executive and Non-Independent Director
Date: July 18, 2025
Place: Bengaluru
428DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act and the rules, regulations and guidelines issued
by the Government of India and the rules, regulations and guidelines issued by SEBI, established under Section 3 of the SEBI
Act, as the case may be, have been complied with and no statement, disclosure or undertakings made in this Red Herring
Prospectus is contrary to the provisions of the Companies Act, the SCRA, the SCRR, the SEBI Act, each as amended or rules
made or guidelines or regulations issued thereunder, as the case may be. I further certify that all statement, disclosures and
undertakings made in this Red Herring Prospectus are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
________________________________________
Vineet Verma
Non-Executive and Non-Independent Director
Date: July 18, 2025
Place: Bengaluru
429DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act and the rules, regulations and guidelines issued
by the Government of India and the rules, regulations and guidelines issued by SEBI, established under Section 3 of the SEBI
Act, as the case may be, have been complied with and no statement, disclosure or undertakings made in this Red Herring
Prospectus is contrary to the provisions of the Companies Act, the SCRA, the SCRR, the SEBI Act, each as amended or rules
made or guidelines or regulations issued thereunder, as the case may be. I further certify that all statement, disclosures and
undertakings made in this Red Herring Prospectus are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
________________________________________
Bijou Kurien
Independent Director
Date: July 18, 2025
Place: Mumbai
430DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act and the rules, regulations and guidelines issued
by the Government of India and the rules, regulations and guidelines issued by SEBI, established under Section 3 of the SEBI
Act, as the case may be, have been complied with and no statement, disclosure or undertakings made in this Red Herring
Prospectus is contrary to the provisions of the Companies Act, the SCRA, the SCRR, the SEBI Act, each as amended or rules
made or guidelines or regulations issued thereunder, as the case may be. I further certify that all statement, disclosures and
undertakings made in this Red Herring Prospectus are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
________________________________________
Anup Sanmukh Shah
Independent Director
Date: July 18, 2025
Place: Bengaluru
431DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act and the rules, regulations and guidelines issued
by the Government of India and the rules, regulations and guidelines issued by SEBI, established under Section 3 of the SEBI
Act, as the case may be, have been complied with and no statement, disclosure or undertakings made in this Red Herring
Prospectus is contrary to the provisions of the Companies Act, the SCRA, the SCRR, the SEBI Act, each as amended or rules
made or guidelines or regulations issued thereunder, as the case may be. I further certify that all statement, disclosures and
undertakings made in this Red Herring Prospectus are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
________________________________________
Jyoti Narang
Independent Director
Date: July 18, 2025
Place: Mumbai
432DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act and the rules, regulations and guidelines issued
by the Government of India and the rules, regulations and guidelines issued by SEBI, established under Section 3 of the SEBI
Act, as the case may be, have been complied with and no statement, disclosure or undertakings made in this Red Herring
Prospectus is contrary to the provisions of the Companies Act, the SCRA, the SCRR, the SEBI Act, each as amended or rules
made or guidelines or regulations issued thereunder, as the case may be. I further certify that all statement, disclosures and
undertakings made in this Red Herring Prospectus are true and correct.
SIGNED BY THE DIRECTOR OF OUR COMPANY
________________________________________
Nakul Anand
Independent Director
Date: July 18, 2025
Place: Delhi
433DECLARATION
I hereby certify and declare that all relevant provisions of the Companies Act and the rules, regulations and guidelines issued
by the Government of India and the rules, regulations and guidelines issued by SEBI, established under Section 3 of the SEBI
Act, as the case may be, have been complied with and no statement, disclosure or undertakings made in this Red Herring
Prospectus is contrary to the provisions of the Companies Act, the SCRA, the SCRR, the SEBI Act, each as amended or rules
made or guidelines or regulations issued thereunder, as the case may be. I further certify that all statement, disclosures and
undertakings made in this Red Herring Prospectus are true and correct.
SIGNED BY THE CHIEF FINANCIAL OFFICER OF OUR COMPANY
________________________________________
Ananda Natarajan
Chief Financial Officer
Date: July 18, 2025
Place: Bengaluru
434