OYO's IPO filing decoded: Prism's updated DRHP, page by page

Oravel Stays Limited, which presents itself as Prism, runs a technology platform linking property owners and operators with customers booking short stays. It has hotels (brands include OYO and Motel 6), homes and fixed-fee listings (page 3). On 31 December 2025 it had 293,554 storefronts (properties on the platform) in more than 35 countries: hotels 24,303, homes 124,668, listings 144,583 (pages 3 and 12). It was incorporated in New Delhi on 21 February 2012 (addendum) and has its corporate office in Gurugram (page 1).

• Filing: the Updated Draft Red Herring Prospectus-I (UDRHP-I) of 29 June 2026, read via its short abridged prospectus (page 3), plus the addendum of 21 October 2026 (listed by SEBI on 26 October).
• Fresh issue: up to ₹6,650 crore (₹66,500.00 million) of new shares (page 1), cut by the addendum to up to ₹3,350 crore (₹33,500.00 million), using SEBI's 12 October 2026 email that lets IPOs opening by 31 March 2027 change it by up to 50% without re-filing.
• Offer for sale: not applicable, so no existing holder sells (page 1).
• Pre-IPO placement (a private sale before the IPO): up to ₹1,330 crore (₹13,300.00 million), capped at 20% of the fresh issue (pages 2 and 7); the addendum drops it.
• Still blank: share count, price band, opening and closing dates (pages 1, 2 and 8).
• Route: Regulation 6(2) of SEBI's ICDR regulations (its IPO rulebook), because the company missed the Regulation 6(1)(a) and (b) tests. Proposed listing: NSE and BSE (page 1).

Figures are restated (past accounts redone on one basis) and consolidated: the nine months to 31 December 2025 (the first nine months of FY26, the year to 31 March 2026; not annualised) and the years to 31 March 2025, 2024 and 2023 (FY25, FY24, FY23). StopDown converts ₹ million to ₹ crore. Auditors made no qualification that the figures leave out (page 17).

• Nine months: revenue from operations ₹6,941 crore (₹69,409.73 million), total income ₹7,166 crore, profit ₹748 crore (pages 9 and 11).
• FY25: revenue ₹6,253 crore, total income ₹6,326 crore, profit ₹245 crore (₹2,448.22 million) (pages 9 and 11).
• FY24: revenue ₹5,389 crore, total income ₹5,542 crore, profit ₹230 crore (pages 9 and 11).
• FY23: revenue ₹5,464 crore, total income ₹5,602 crore, loss ₹1,287 crore (pages 9 and 11).
• Before one-off (exceptional) items, joint-venture results and tax: profit of ₹230 crore in the nine months, losses of ₹334 crore (FY25), ₹184 crore (FY24) and ₹1,198 crore (FY23). The abridged does not itemise the gap (page 11).
• KPIs (page 12): gross booking value (the value of bookings after cancellations and before discounts) ₹22,946 crore in the nine months, ₹16,279 crore in FY25, ₹10,587 crore in FY24 and ₹10,176 crore in FY23; net leverage ratio (net borrowings against adjusted operating profit) 2.60 times at 31 December 2025 and 5.69 at 31 March 2025 (pages 12 and 13).
• No full FY26 is in the filing; Inc42 reported FY26 net profit of ₹994.2 crore on 27 August 2026.

• Repaying debt: money invested in subsidiary Oravel Stays Singapore Pte. Ltd. to repay or prepay certain borrowings. UDRHP-I: ₹4,987.50 crore (₹49,875.00 million), shown as US$526.33 million at ₹94.76 to the dollar (pages 6 and 7). Addendum: ₹2,512.50 crore (₹25,125.00 million), US$265.14 million.
• General corporate purposes: blank, capped at 25% of gross proceeds; the description includes repaying other group debt (page 7, addendum).
• StopDown's arithmetic: each repayment line is 75% of its fresh issue.
• The abridged does not name the lenders.

The table is as on 29 June 2026, fully diluted (preference shares counted as converted), with after-issue columns blank (pages 8, 9 and 16).

• Promoters (the controlling holders): SVF India Holdings (Cayman) Limited 40.04%, RA Hospitality Holdings (Cayman) 20.12% and Ritesh Agarwal, founder and chairman, 6.59% (pages 5, 6 and 8). StopDown's sum: 66.75%.
• Promoter group: Patient Capital Investments Pte. Ltd. 3.81% (page 8).
• The filing's top ten public holders, here largest first: Oravel Employee Welfare Trust 5.38%, Five Stars Capital 2.77%, Lightspeed Venture Partners IX 1.74%, Star Virtue Investment 1.62%, A1 Holdings 1.62%, Tanjung Buai Ventures 1.41%, Airbnb 1.22%, Peak XV Partners Investments IV 1.06%, Global Ivy Ventures 0.79% and one other holder with 0.55% (pages 8 and 9).
• Other public holders: 82,585 holders with 11.26% in all (page 9).
• Who sells: no one (page 1).

The abridged lists ten internal risk factors (page 15); these five are in StopDown's words. Risk factor 10 covers pending cases, and a table (pages 17 and 18) counts proceedings as on 29 June 2026. Against the company: 1 material civil litigation, 5 criminal proceedings, 2 actions by statutory or regulatory authorities and 37 tax proceedings. Against subsidiaries, in that order: 22, 7, 9 and 91. Against the promoters: 3 criminal proceedings, 1 tax proceeding and no disciplinary action by SEBI or the exchanges in five years. Against directors: 1 criminal proceeding. The abridged describes no case (page 18).

• Risk factor 1 (page 15): revenue from outside India was 83.77% in the nine months to 31 December 2025 and 79.92%, 77.66% and 74.70% in FY25, FY24 and FY23.
• Risk factor 3 (page 15): the company may fail to integrate acquisitions such as G6 Hospitality, CheckMyGuest and MadeComfy.
• Risk factor 6 (page 15): the legal proceedings involving Zostel could hurt the business; the filing says an adverse result could mean issuing or transferring up to 7% of the company's shares, or paying the equivalent in money.
• Risk factor 7 (page 15): the company was profitable in the nine months, FY25 and FY24, but lost ₹1,287 crore (₹12,865.18 million) in FY23 and may lose money again.
• Risk factor 9 (page 15): all the share capital of promoter RA Hospitality Holdings (Cayman) is pledged to a lender under financing taken by a promoter-group entity; enforcing the pledge could change who owns that company and so change the promoters.

Status as of 12 November 2026: SEBI's observation note is dated 1 June 2026 (Inc42), the public UDRHP-I 29 June and the addendum 21 October. Moneycontrol reported in October that a November launch was likely. The sources checked show no red herring prospectus (RHP), price band or dates, and the filing gives none (pages 2 and 8).

Usual steps on this confidential route (Chapter IIA, per the addendum), timings typical as of November 2026; the Read next guides explain each.

• Public UDRHP-I: open for comments for at least 21 days, then a confidential UDRHP-II adds changes (Khaitan and Co, 2022).
• RHP: adds the price band, lot size and dates. The band is advertised at least two working days before opening (addendum).
• Anchor investors bid one working day before opening (page 2). Bidding usually runs three working days; shares usually list within three working days of closing.

This guide reads a filing; it is not investment advice.

• The filing: Oravel Stays Limited, draft abridged prospectus for the UDRHP-I dated 29 June 2026, from SEBI: sebi.gov.in
• Page convention: page N is the Nth page of that 18-page PDF, cover as page 1 (from page 3 the printed number is two lower). Page references inside it, such as 293, point to the full UDRHP-I, which StopDown did not use.
• The addendum: notice dated 21 October 2026, one page, listed by SEBI on 26 October 2026: sebi.gov.in
• Inc42, 2 June 2026, SEBI observation: inc42.com
• Moneycontrol, October 2026, November launch: moneycontrol.com
• Inc42, 27 August 2026, FY26 results: inc42.com
• Khaitan and Co, December 2022, confidential-route timings: khaitanco.com