Oravel Stays Limited IPO

01At a glance

What the company does: runs a technology platform that connects owners of hotels and holiday homes with travellers, providing pricing, revenue management, distribution, brand and operating services, under brands including OYO, Townhouse, Palette, Sunday, Motel 6, Studio 6, Belvilla, DanCenter and Checkmyguest (AP p.3).

Who pays it: travellers booking stays, and the owners and operators of storefronts on the platform through commissions and royalties; no single customer is more than 10% of revenue (AP p.3, AP p.4).

Why it is raising money: ₹49,875.00 million to invest in its subsidiary Oravel Stays Singapore Pte. Ltd. so that it can repay or prepay borrowings, and general corporate purposes (AP p.6, AP p.7).

How fast it has grown: revenue from ₹54,639.45 million in FY23 to ₹62,528.31 million in FY25, and ₹69,409.73 million in the nine months to December 2025 alone; a loss of ₹12,865.18 million in FY23 became a profit of ₹7,483.38 million in the nine months (AP p.9).

The one thing to understand: an Indian-listed company whose revenue is 84% foreign: in the nine months to December 2025, India was 16.23% of revenue and the United States 27.07% (AP p.4).

02The business, in plain words

OYO does not own hotels. It signs up hotel owners and holiday-home managers, gives them a brand, a booking system, pricing software and customers, and takes a share of what they earn, or, for some properties it leases or runs, books the room revenue itself.

A traveller wants a room → finds one on an OYO, Motel 6 or Belvilla channel → the owner or operator provides the stay under the platform's brand and systems → OYO earns either the room revenue, where it sells accommodation itself, or a commission or royalty from the owner.

It runs three verticals: hotels (24,303 storefronts), homes, professionally managed vacation homes and short-term rentals, mostly in Europe (124,668), and listings, storefronts listed for a fixed subscription fee (144,583) (AP p.3). Around them sit weddings (Weddingz), co-working (Workspaces), tours and events, and food and beverage (AP p.3).

The shape of the business changed with acquisitions: G6 Hospitality in the United States, which owns the Motel 6 and Studio 6 brands, and CheckMyGuest and MadeComfy in homes (AP p.15). The company reports a single operating segment and describes itself as asset-light (AP p.3, AP p.4).

Earnings equation: Revenue = gross booking value × take rate. The take rate, revenue as a share of gross booking value, fell from 53.70% in FY23 to 30.25% in the nine months to December 2025, because more of the business now earns commission rather than selling rooms outright (AP p.11).

03Where the money comes from

Source: AP p.10, AP p.11; the fifth row sums cancellation income, value-added services, tours and weddings, food and beverage and subscription income, computed here.

Source: AP p.4. The four geographies together were 72.36% of revenue in the nine months; the balance is other countries.

The company lists this as its first risk factor: revenue from outside India was 74.70% in FY23 and 83.77% in the nine months to December 2025 (AP p.15). India is shrinking as a share while growing in storefronts; the United States is now the largest single country.

There is no customer concentration, no customer exceeds 10% of revenue (AP p.4). The concentration is in two revenue streams: room sales and commissions together were 86.8% of nine-month revenue, and the company lists that as a risk too (AP p.15).

04The growth record

Source: AP p.9, AP p.10, AP p.11. The nine-month figures are not annualised.

Revenue was flat between FY23 and FY24, rose 16.0% in FY25, and in nine months of FY26 exceeded the whole of FY25. Earnings per share were ₹(0.92), ₹0.17, ₹0.18 and ₹0.52 (AP p.9).

The row that needs reading carefully is the fourth. Before exceptional items, the company made a loss in FY24 and FY25 to ₹(1,841.97) million and ₹(3,336.53) million, while its reported profit for those years was positive (AP p.11). The profits in those two years came from exceptional items and tax. In the nine months to December 2025 the pre-exceptional figure turned positive at ₹2,296.84 million, against a reported profit of ₹7,483.38 million (AP p.11).

05What the growth is made of

Revenue rose ₹15,521.84 million between FY24 and FY25, and the nine-month figure implies a further step up in FY26. The document's own lines point to three sources.

Acquisition. United States revenue went from ₹8,272.80 million in FY24 to ₹12,441.03 million in FY25 and ₹18,790.46 million in nine months of FY26 (AP p.4), which follows the acquisition of G6 Hospitality, owner of Motel 6 (AP p.15). The summary does not separate acquired revenue from organic growth.

Commission. Commissions and royalties went from ₹13,441.19 million in FY24 to ₹22,148.68 million in nine months of FY26 to faster than room sales, which were flat (AP p.10, AP p.11).

Storefronts. Total storefronts rose from 176,449 at March 2024 to 293,554 at December 2025, most of it listings (74,051 to 144,583) and homes (84,261 to 124,668) (AP p.12). In India, company-serviced hotels went from 75 to 1,573 (AP p.12).

Read from the filing: the growth is mostly bought and mostly abroad. Because revenue per unit of booking value fell from 50.90% to 30.25% while revenue rose, gross booking value grew much faster than revenue, it was ₹162,787.75 million in FY25 (DRHP p.329).

06Earnings quality

Two things need explaining. The first is the exceptional items: two reported annual profits were losses before them, and the abridged summary does not identify what they were. A reader should find them in the full restated information before reading the FY24 and FY25 profits as operating results.

The second is the debt-service ratio: below 0.4× in each full year shown, meaning earnings did not cover debt service, and 2.10× only in the nine months to December 2025 (AP p.12). That is the context for the main object of the issue.

07The balance sheet

Total borrowings were ₹74,848.83 million at 31 December 2025, up from ₹36,029.72 million at March 2024, the rise follows the FY25 investing outflow of ₹42,121.43 million, largely the G6 acquisition, funded by ₹41,598.45 million of financing (AP p.9, AP p.10). Net worth was ₹61,466.16 million (AP p.9). The general-corporate-purposes object mentions a term loan B among the debts that may be repaid (AP p.7).

The object is stated in rupees. This is a judgement, not a disclosure: ₹49,875.00 million applied to the Singapore subsidiary's borrowings would remove about two-thirds of the ₹74,848.83 million of group borrowings at December 2025, and more if general corporate purposes also repay debt, as the objects permit.

The abridged summary does not give contingent liabilities, lease liabilities or the terms of the borrowings to be repaid.

08What the money is for

The issue is a fresh issue of up to ₹66,500.00 million, with no offer for sale (AP p.1).

Source: AP p.6, AP p.7. General corporate purposes are capped at 25% of gross proceeds; the named object is exactly 75% of the fresh issue.

A pre-IPO placement of up to ₹13,300.00 million may be made before the red herring prospectus, reducing the fresh issue by that amount (AP p.7).

Into the business the whole ₹66,500.00 million, three-quarters of it to repay a subsidiary's debt. To selling shareholders nil. There is no offer for sale (AP p.1).

The issue is made under Regulation 6(2), because the company did not meet the profitability and net-tangible-asset tests of Regulation 6(1)(a) and (b) (AP p.1).

09Who is selling

Nobody. There is no offer for sale (AP p.1). Neither the founder, nor SoftBank's vehicle SVF India, nor any other investor is offering shares in this issue.

10Promoters

Three promoters: Ritesh Agarwal, the founder and chairman, 32, resident in Singapore; RA Hospitality Holdings (Cayman), Ritesh Agarwal's investment holding company; and SVF India Holdings (Cayman) Limited, an investment holding company of the SoftBank Vision Fund (AP p.5, AP p.6).

The board is the founder as chairman, Aditya Ghosh as a nominee director of a promoter, Sumer Juneja as nominee of the investor promoter, and five independent directors, Bejul Somaia, Troy Mathew Alstead, William Steve Albrecht, Deepa Malik and Ajay Tyagi. Ankit Tandon is manager, chief operating officer and chief executive of Europe; Rakesh Kumar is chief financial officer (AP p.16, AP p.17).

Promoter economics. On a fully diluted basis the founder holds 6.59% at a negligible cost; RA Co holds 20.12% to 318.57 crore shares at ₹49.09 each, and SVF India 40.04% to 633.88 crore shares at ₹16.29 each. None has acquired shares in the last year (AP p.8, AP p.16). Ritesh Agarwal's remuneration as key management personnel was ₹120.66 million in FY23, ₹160.48 million in FY24 and ₹231.64 million in FY25 (DRHP p.142).

The pledge. All of RA Co's share capital is pledged to a lender under financing taken by a promoter-group entity. The company lists this among its top risks: enforcement could change who owns RA Co, and so change the company's promoters (AP p.15).

Litigation. Three criminal proceedings and one tax proceeding against the promoters, aggregating ₹16,895.46 million, to the extent ascertainable; no SEBI or exchange disciplinary action in five years (AP p.17).

11Who already owns it

Source: AP p.8, AP p.9, assuming conversion of preference shares. Rows naming two holders are summed here.

The investors outside the promoter group holding 1% or more on a fully diluted basis are Five Stars Capital S.C.A (2.77%), Lightspeed Venture Partners IX, Mauritius (1.74%), A1 Holdings Inc. (1.62%), Star Virtue Investment Limited (1.62%), Tanjung Buai Ventures SDN. BHD. (1.41%), AirBnB Inc. (1.22%) and Peak XV Partners Investments IV (1.06%) (DRHP p.288).

The promoters hold 66.75% between them, and SoftBank's vehicle alone 40.04%. Airbnb is a shareholder at 1.22%, and is also one of the foreign platforms the company names in its peer comparison (DRHP p.328).

12What changed just before the IPO

• The business became mostly foreign. Revenue from outside India went from 74.70% in FY23 to 83.77% in the nine months to December 2025 (AP p.15).
• A large US acquisition. G6 Hospitality, owner of Motel 6 and Studio 6, alongside CheckMyGuest and MadeComfy in homes (AP p.15).
• Borrowings doubled from ₹36,029.72 million at March 2024 to ₹71,440.51 million at March 2025 (AP p.9).
• Profit before exceptional items turned positive in the nine months to December 2025, after losses in FY24 and FY25 (AP p.11).
• The platform is being renamed. The investor website is prismlife.com, and trademark applications for "PRISM" are pending (DRHP p.320, AP p.15).
• India's company-serviced hotels grew from 75 to 1,573 between March 2024 and December 2025 (AP p.12).
• Listings nearly doubled from 74,051 to 144,583 over the same period (AP p.12).
• Equity capital rose from ₹1,349.87 million to ₹8,780.25 million, and net worth from ₹18,565.48 million to ₹61,466.16 million (AP p.9).
• Two bonus issues: one share for every share held, allotted in October 2025 (DRHP p.198), and one share for every 19 held, allotted in December 2025 (DRHP p.203).
• New auditor: Walker Chandiok & Co LLP replaced S.R. Batliboi & Associates LLP, whose tenure was complete, on September 26, 2025 (DRHP p.150).
• Public company: the company became a public limited company with a fresh certificate of incorporation dated September 14, 2021 (DRHP p.3).

13Capacity and expansion

Source: AP p.12.

For an asset-light platform, capacity is storefronts signed. The abridged summary does not give occupancy, rooms per storefront or revenue per storefront, so storefront growth cannot be turned into revenue. Listings, the fixed-fee tier, account for most of the recent growth, and earn subscription income of only ₹56.81 million in nine months (AP p.11), so a listing is a much smaller revenue unit than a hotel.

Nothing in the issue funds capacity directly; the named object repays debt (AP p.6).

14Market size and industry structure

As claimed. The industry figures come from a 1Lattice report. It puts the global hospitality market across key regions at ₹117.8 trillion (US$1,368.6 billion) in CY2025, projected to reach ₹168.9 trillion by CY2030; the United States at ₹32.7 trillion and Europe at ₹25.5 trillion; and India at ₹4.1 trillion (US$47.8 billion), projected to grow 12.4% a year to ₹7.4 trillion by CY2030. It states that 92% of India's hotel storefronts were unorganised in CY2025, against 77% in Europe and 35% in the United States (AP p.5).

The part that is addressable. Economy and mid-market branded and franchised stays, and managed holiday homes, in the markets where the company operates, chiefly the United States, Europe and India.

What the company is today. Gross booking value of ₹162,787.75 million in FY25 (DRHP p.329) against a global market of ₹117.8 trillion is about 0.1%; the numbers are of different kinds, so this is scale, not share.

Industry figures above come from the report cited in the offer document and are labelled as such.

15Competitive position

The company's own statement is that there are no directly comparable listed peers in India. It describes MakeMyTrip, Booking Holdings and Airbnb as consumer-facing online travel agencies, and TBO Tek as the closest comparable on the business-to-business side (DRHP p.327).

Source: DRHP p.329.

The take rate is what distinguishes it: the company keeps far more of each booking as revenue than the travel agencies do, because it sells rooms outright in part of the business and charges owners for brand and operating services. The document gives its strengths as full-stack technology for owners, a multi-brand portfolio across price points, direct customer acquisition and loyalty, and an asset-light model (DRHP p.327).

16Peers the company named

Listed peers named in the offer document: TBO Tek, Lemon Tree Hotels, The Indian Hotels Company and ITC Hotels in India, and MakeMyTrip, Airbnb and Booking Holdings abroad (DRHP p.319, DRHP p.328).

Source: DRHP p.319, closing prices as on 10 June 2026. The price-to-earnings ratios are as the document prints them.

The set mixes two kinds of business: hotel owners (Indian Hotels, ITC Hotels, Lemon Tree), which own or lease rooms, and a distribution platform (TBO Tek). The company itself says none is directly comparable (DRHP p.327). Where this issue sits against them cannot be said until a price band exists.

17Risks, in plain words

Geography. 83.77% of nine-month revenue came from outside India, and 27.07% from the United States alone (AP p.15, AP p.4). A US travel slowdown or a currency move reaches the results directly.

Revenue streams. Room sales and commissions are almost all of revenue (AP p.15).

Acquisitions. The company may not integrate G6 Hospitality, CheckMyGuest and MadeComfy, or future acquisitions (AP p.15). The US business is now the largest country line.

The pledge. All of RA Co's shares are pledged to a lender; enforcement could change the company's promoters (AP p.15).

Zostel. An adverse outcome in the Zostel proceedings could require the issue or transfer of up to 7% of the company's shareholding, or its monetary equivalent (AP p.15).

Profitability. A loss of ₹12,865.18 million in FY23, and losses before exceptional items in FY24 and FY25 (AP p.15, AP p.11).

Reputation. Media, legislative or government scrutiny can harm the brand with owners, customers and communities (AP p.15).

Brand. The trademark for "PRISM" is still pending (AP p.15).

Issue-specific. Made under Regulation 6(2), for companies that do not meet the profitability tests (AP p.1).

18Litigation and regulatory matters

Source: AP p.17, AP p.18, to the extent ascertainable; joint parties are not double-counted.

Two figures stand out. The company has brought 1,171 criminal proceedings, the abridged summary does not say of what kind. And ₹39,694.37 million is claimed against the subsidiaries, the largest amount in the table, across civil, regulatory and tax matters. The Zostel matter in section 22 is separately a claim on shares, not only money (AP p.15).

19Related-party transactions

Not read for this study. The abridged summary carries no related-party table, and the related-party note in the 1,148-page updated offer document was not reached. What the summary does show is a financing link: RA Co's shares are pledged for a loan to a promoter-group entity (AP p.15). The amounts and counterparties will be covered at the red herring prospectus stage.

20What the offer document does not say

In the parts read for this study:

• What the exceptional items were that turned pre-exceptional losses in FY24 and FY25 into reported profits (AP p.11).
• How much of recent growth is acquired rather than organic (AP p.4, AP p.15).
• Occupancy, rooms or revenue per storefront, for any vertical (AP p.12).
• Which borrowings the ₹49,875.00 million repays, their interest rate or maturity (AP p.6).
• The amount of the loan secured by the pledge over RA Co (AP p.15).
• What the 1,171 criminal proceedings brought by the company concern (AP p.17).
• The price band, lot size or issue dates, which is normal before the red herring prospectus.

21Five questions for management

1. What were the exceptional items in FY24 and FY25, and what would profit have been without them?
2. How much of the rise in US revenue from ₹8,272.80 million in FY24 to ₹18,790.46 million in nine months of FY26 is Motel 6 revenue that came with the acquisition?
3. How much is owed under the financing secured by RA Co's pledged shares, when is it due, and does the issue affect it?
4. What is the Zostel claim, and what would a transfer of up to 7% of the shares mean for existing holders?
5. The company has brought 1,171 criminal proceedings. Against whom, and for what?

2Sources and cited facts

This study was read from 2 documents the company filed. The 90 figures it cites are listed under the document each came from, with the page and the sentence as printed.