Brigade Hotel

Strategically located award winning hotels with diversified offerings in the key cities primarily in South India.

Focus on asset management resulting in operating efficiencies.

Focus on environmental, social and governance.

Strong parentage of Brigade Group.

Well positioned to leverage industry tailwinds.

Experienced management team with domain expertise.

Track record of financial performance.

The company has entered into hotel operator services agreements and other related agreements with Marriott, Accor and InterContinental Hotels Group to receive operating and marketing services for its hotels. In Fiscal 2025, two of its hotels which are operated by Marriott contributed 43.81% of the company revenue from operations. If these agreements are terminated or not renewed, its business, results of operations, financial condition and cash flows may be adversely affected.

A significant portion of its revenues is derived from the company four hotels located in Bengaluru (Karnataka) (63.21% of revenue from operations in Fiscal 2025 was from its hotels located in Bengaluru (Karnataka)). Further, the company derives a significant portion of its revenues from the company 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 its business, financial condition, cash flows and results of operations.

The company intend to develop five additional hotels and if the company is unable to develop these hotels in a timely manner, its business, results of operations, financial condition and cash flows will be adversely affected.

The Company has incurred losses (on a consolidated basis) in Fiscal 2023. In the event the company incur net loss in the future, its business, results of operations, financial condition and cash flows may be adversely affected.

Its operations entail certain recurring expenses, and the company inability to manage expenses may have an adverse effect on its business, results of operations, financial condition and cash flows.

The company derives a significant portion of its revenue from food and beverages ("F&B") served at our hotels (32.75% of the company revenue from operations was from F&B in Fiscal 2025). Any failures to maintain the quality and hygiene standards of the food and beverages that its offer, will adversely affect the company business, results of operations, financial condition and cash flows.

The company has a large number of personnel deployed across its hotels, consequently the company may be exposed to service related claims and losses or employee disruptions that could have an adverse effect on its reputation, business, results of operations, financial condition and cash flows. The attrition rate of the company employees in Fiscal 2025 was 58.19%.

A portion of the Net Proceeds may be utilised for buying of undivided share in the land parcel owned by its Promoter for which the company has not entered into definitive agreements. The 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 its business, results of operations, financial condition and cash flows.

The company propose to utilize a portion of the Net Proceeds to undertake acquisitions for which targets have not been identified. Its inability to complete such transactions may adversely affect the company competitiveness and growth prospects.

The 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 its business, financial condition, cash flows and results of operations.

Negative customer experiences or negative publicity surrounding its hotel properties or the company hotel operators` brands could have an impact on ability to source customers. Its may also incur higher expenses towards business promotion in the future including for the promotion of its new hotels, to source more customers which may have an adverse impact on the company business, results of operations, financial condition and cash flows.

A portion of its hotel bookings originate from travel agents and intermediaries (29.27% of the company 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 its competitors are able to negotiate more favourable terms with such online travel agents and intermediaries, its business and results of operations may be adversely affected.

The hotel industry is intensely competitive and its inability to compete effectively may adversely affect the company business, results of operations, financial condition and cash flows.

Its Statutory Auditors have included certain emphasis of matters in their audit reports on its financial statements for the years ended March 31, 2025, March 31, 2024 and March 31, 2023. Further, the company Statutory Auditors have included certain modifications under the section Other Legal and Regulatory Requirements in their audit reports on its financial statements for the years ended March 31, 2025 and March 31, 2024. Its cannot assure you that any similar emphasis of matters or modifications, will not form part of its financial statements for the future fiscal periods, which could have an adverse effect on its reputation, financial condition, results of operations and cash flows.

Its business is subject to seasonal and cyclical variations that could result in fluctuations in the company results of operations, financial condition and cash flows.

Its may be unable to successfully grow the company business in new markets in India, which may adversely affect its business prospects, results of operations, financial condition and cash flows.

The company relies 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 its hotels. Any adverse impact on the reputation of the company hotels or a failuresof quality control systems at its hotels could adversely affect the company business, results of operations, financial condition and cash flows.

The company has incurred indebtedness which requires significant cash flows to service, and limits its ability to operate freely.

The company derives a portion of its 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 the company services could adversely affect its business, results of operations, financial condition and cash flows.

The company does not own the "Brigade" trademark or the trademark to our logo. The company has entered into a license agreement with its Promoter for the usage of the "Brigade" trademark, and the trademark license agreement may be terminated under certain circumstances and its may have to discontinue the use of the company logo.

Its Registered and Corporate Office and some of the company hotels are not located on land owned by it and the company has only leasehold rights. In the event its lose or are unable to renew such leasehold rights, its business, financial condition, results of operations and cash flows may be adversely affected.

There have been certain instances of delays in payment of statutory dues by it in the past. Any delay in payment of statutory dues by the company in future, may result in the imposition of penalties and in turn may have an adverse effect on its business, financial condition, results of operation and cash flows.

The company benefit from the brand reputation, experience in real estate and commercial projects, network, relationships, credibility of Brigade Enterprises Limited, its Promoter. Any adverse change in relationship with the company Promoter could have an adverse impact on its business, results of operations, financial condition, cash flows and reputation.

The Company, Promoter, Subsidiary, entities forming part of its 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.

A portion of the Net Proceeds may be utilised for repayment or prepayment of certain loan facilities availed by its Subsidiary from ICICI Bank Limited. Further, ICICI Bank Limited is an affiliate of ICICI Securities, one of the BRLMs.

The titles over the land parcels, upon which the 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.

Its funding requirements and proposed deployment of the Net Proceeds are based on management estimates, and the company has not entered into any definitive arrangements to utilize certain portions of the Net Proceeds of the Issue.

The company relies on third party contractors for construction of its hotels and any failures or deficiency on their part to perform their obligations could adversely affect its business, results of operations, financial condition and cash flows.

There may be delays in completing certain of its statutory and regulatory filings. The company cannot assure you that no actions, regulatory or otherwise, will be initiated against the Company in the future in relation to such delays, which could adversely affect its financial condition, results of operations and reputation.

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

Demand for rooms in its hotels or the company conferencing and meeting facilities may be adversely affected by the increased use of business-related technology or change in preference of its corporate customers.

The success of its business is dependent on the company ability to anticipate and respond to customer requirements. Its business may be affected if the company is unable to identify and understand contemporary and evolving customer preferences or if the company is unable to deliver quality service as compared to its competitors.

In the event the company fails to obtain, maintain or renew its statutory and regulatory licenses, permits and approvals required to operate the company business, including in respect of which the company has made relevant applications that are currently pending, including due to any default on the part of the owners of the properties its lease and manage, the company business and results of operations may be adversely affected.

Its business is capital intensive and may requires additional financing to meet those requirements, which could have an adverse effect on its results of operations, cash flows and financial condition.

Its business is influenced by the occupancy rates of the company individual hotels. Any decline in the occupancy rates of any of its hotels due to location-specific demand, seasonal trends, competitive dynamics, and economic conditions in the respective regions, could have an adverse impact on its business, results of operations, financial condition and cash flows.

Its operations are dependent on the company ability to attract and retain qualified personnel, including its Key Managerial Personnel and Senior Management Personnel and any inability on the company part to do so, could adversely affect its business, results of operations, financial condition and cash flows.

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 its business, results of operations, financial condition and cash flows.

Implementing energy consumption initiatives requires significant upfront investment. Any malfunction or failures in these systems could cause operational disruptions, requiring regular maintenance and repairs, which could have an adverse impact on its business, financial condition, results of operations and cash flows.

The company 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.

The optimisation of staff-to-room ratio is critical for maintaining its operational efficiency. A higher staff-to-room ratio could lead to increased operational costs, which may adversely impact on the company business, results of operations, financial condition and cash flows.

Developing hotels as part of larger mixed-use developments involves significant complexities and risks. If the company fails to successfully integrate its hotels into these larger developments, it could negatively impact their operations, and consequently, the company business, results of operations, financial condition, and cash flows.

The company is 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.

Its inability to meet the company obligations, including financial and other covenants under its debt financing arrangements could adversely affect the company business, results of operations, financial condition and cash flows.

The company has 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 it.

Some of its Directors and the company Promoter have interests other than reimbursement of expenses incurred and normal remuneration or benefits in the Company.

A portion of the Net Proceeds may be utilized for the repayment/ prepayment, in full or in part, of certain outstanding borrowings availed by the Company and its Material Subsidiary.

The Company has acquired land in the last five years from its Promoter and entities which are related to the company Promoter and a portion of the Net Proceeds may be utilized for payment of purchase consideration by the Company to its Promoter for buying of undivided share in the land parcel owned by the company Promoter.

The company purchased some materials and procured some services from Brigade Enterprises Limited, its Promoter in the past. While there is no conflict of interest with its Promoter, any conflicts that may arise in the future may have an adverse effect on the company business, financial condition, cash flows and results of operations.

The Company has entered into memorandums of agreement with its 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, the Company has entered into a lease deed for a land parcel with one of its Directors for the development of a hotel on such land parcel. The company Promoter, Directors, and Group Companies may have conflicts of interest that may arise out of common interest and directorships which may adversely affect its business, results of operations, financial condition and cash flows.

The company has 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 its results of operations, cash flows and financial condition.

While the company currently have adequate insurance coverage, its insurance coverage in the future may not be sufficient or may not adequately protect it against all material hazards, which may adversely affect the company business, results of operations, cash flows and financial condition.

The company is 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 it may adversely affect the company business, results of operations, financial condition and cash flows.

The company relies on contract labour for carrying out certain of its operations and the company may be held responsible for paying the wages of such workers, if the independent contractors through whom such workers are hired default on their obligations, and such obligations could have an adverse effect on its results of operations, financial condition and cash flows.

If the company is unsuccessful in implementing its strategies, particularly the company growth strategy, its business, financial condition, results of operations and cash flows may be adversely affected.

Its may not be able to successfully meet working capital or capital expenditure requirements due to the unavailability of funding on acceptable terms.

Any failures of its information technology systems could adversely affect its business and the company operations.

Existing or planned amenities and transportation infrastructure at or near its 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 the company operations.

Its Promoter will continue to hold a significant equity stake in the Company after the Issue and their interests may differ from those of the other shareholders.

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 the Company.

Certain non-GAAP financial measures and certain other statistical information relating to its 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.

Its ability to access capital at attractive costs depends on the company credit ratings. Non-availability of credit ratings or a poor rating may restrict its access to capital and thereby adversely affect the company business, financial conditions, cash flows and results of operations.

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 it 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.

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

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

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

The company has issued Equity Shares during the preceding 12 months at a price which may be below the Issue Price.