Suba Hotels Ltd IPOSUBAHOTELS

The IPO opens on 29 Sept 2025 & closes on 01 Oct 2025.

Suba Hotels Limited was incorporated as 'Trupti Supercaterers and Hotels Private Limited', dated October 23, 1997. The Company name was further changed to 'Trupti Caterers & Hotels Private Limited', dated May 21, 2008 and again to 'Hotel Suba Star Private Limited' pursuant to a fresh Certificate of Incorporation issued by the Registrar of Companies, Mumbai dated October 8, 2014. Thereafter, the name of the Company was changed to 'Suba Hotels Private Limited' on October 11, 2023. On the conversion of the Company status to a Public Limited Company, the Company was renamed to 'Suba Hotels Limited' and a fresh Certificate of Incorporation was issued by the Registrar of Companies, Ahmedabad on November 17, 2023. The Company is engaged in business of hotels; camping sites and other provision of short-stay accommodation. The existing management had acquired Trupti Super Caterers & Hotels Private Limited in year 2012. The Company began its journey by starting operations of Hotel Suba Elite Vadodara in 2014; and further started operations of Click Hotel Bhuj in 2015 and Click Hotel Junagadh in 2016. Later on, the operations of hotels started at Pithampur, Vadodara, Bangalore and Bareilly in the name and style of 'Click Hotel' in 2023. During the Financial year 2022-23, the Company entered the Composite Scheme of Amalgamation and Demerger, approved by the National Company Law Tribunal, Ahmedabad vide their order dated March 15, 2023, through which, Zircon Hospitality Private Limited, Zircon Hotels Private Limited, and the demerged undertaking of Suba Palace Private Limited, namely, Hotel Suba Elite (Demerged Entity), amalgamated with the Company and accordingly, the business undertakings of Zircon Hospitality Private Limited, Zircon Hotels Private Limited and Hotel Suba Elite (Baroda Hotel Undertaking), got merged to the Company. Resulting this, the merger was given effect from October, 2020. Pursuant to the Scheme, every shareholder of Zircon Hotels Private Limited was allotted 119 fully paid-up equity shares of Rs 10 each of the Company, for every 100 fully paid-up equity shares Rs 10 each held by them in Zircon Hotels Private Limited. Similarly, every shareholder of Zircon Hospitality Private Limited was allotted 58 fully paid-up equity shares of Rs10 each of the Company, for every 100 fully paid-up equity shares Rs 10 each held by them in Zircon Hospitality Private Limited. Further, Hotel Suba Elite got demerged from the Suba Palace Private Limited and was transferred to the Company as a going concern. Presently, the Company has started operations at Click Hotel Dubai in 2024 and is planning an Initial Public Issue upto 65,70,000 Fresh Issue of Equity Shares.

Suba Hotels Ltd IPO will close on 01 Oct 2025.

<ul><li>One of India's leading domestic hotel chains in the mid-scale sector with a differentiated business model.</li><li>Wide geographical coverage.</li><li>Established distribution network.</li><li>Ability to acquire non / underperforming hotels and demonstrated track record to re-rate hotel's performance through renovation and / or rebranding.</li><li>Experienced promoters and management team.</li></ul>

<table class="table"> <thead> <tr> <th>S.No</th> <th>Promoters Name</th> <th>Pre Issue Shares</th> <th>Pre Issue Percentage</th> <th>Post Issue Shares</th> <th>Post Issue Percentage</th> </tr> </thead> <tbody> <tr> <td>1</td> <td>Click Hotels Pvt Ltd</td> <td>7387805</td> <td>42.35</td> <td>7387805</td> <td>30.47</td> </tr> <tr> <td>2</td> <td>Mansur Mehta</td> <td>6830729</td> <td>39.16</td> <td>6830729</td> <td>28.18</td> </tr> <tr> <td>3</td> <td>Mubeen Mehta</td> <td>276969</td> <td>1.59</td> <td>276969</td> <td>1.14</td> </tr> <tr> <td>4</td> <td>Shabnam Mehta</td> <td>276639</td> <td>1.59</td> <td>276639</td> <td>1.14</td> </tr> <tr> <td>5</td> <td>Hajra Mehta</td> <td>4</td> <td>---</td> <td>4</td> <td>---</td> </tr> <tr> <td>6</td> <td>Rahima Mehta</td> <td>4</td> <td>---</td> <td>4</td> <td>---</td> </tr> </tbody> </table>

<ul><li>A large portion of our revenue is realised from our Owned Hotels and revenue share and lease, contributing approximately 22.08% and 45.63%, respectively for the financial year 2025 of the revenue from operations in key geographies and any adverse developments affecting these hotels or the regions in which they operate, could have an adverse effect on our business, results of operation, cash flows and financial condition.</li><li>We derive a significant portion of our room revenue from corporate and leisure accounts from our owned and revenue share and lease hotels. Changes in travellers' preferences due to increased use of telepresence equipment, cost of travel, spending habits, and other factors may adversely affect the demand for hotel rooms, thereby adversely impacting our business, results of operations, financial condition, and cash flows.</li><li>Certain of our hotels which we operate are leased from third parties. If we are unable to comply with the terms of the lease or license agreements, renew our agreements or enter into new agreements on favourable terms, or at all, our business, results of operations and financial condition and cash flows may be adversely affected.</li><li>We have entered into master franchise agreement dated May 13, 2022 with Choice Hotels Licensing B.V. for three brands of Choice Hotels in India - Clarion (upscale), Quality (upper midscale) and Comfort (midscale). For the Financial Year 2025, our hotels franchised under MFA of Choice Hotels - contributed 9.97% to our revenue from operations. If these agreements are terminated or not renewed, our business, results of operations and financial condition may be adversely affected.</li><li>Our company has not complied with the provisions of Sections 185 and 186 of the Companies Act, 2013, regarding loans, investments, guarantees, and securities.</li><li>Certain portion of our hotel bookings (average 22.47% of room revenue for financial year 2025) originate from online travel agents and intermediaries. In the event such online travel agents and intermediaries continue to gain market share compared to our direct booking channels; they may be able to negotiate higher commissions for services provided, or demand significant concessions or reduced room rates causing an adverse effect on our margins, business, and results of operations.</li><li>Our operations and management agreements contain certain restrictive provisions, which may hinder our ability to operate such managed hotels and may cause an adverse effect on our business and operations.</li><li>A significant portion of our revenues are derived from a few hotels and from hotels concentrated in a few geographical regions and any adverse developments affecting such hotels or regions could have an adverse effect on our business, results of operation and financial condition.</li><li>Our funding requirements and the proposed deployment of the Net Proceeds of the Issue have not been appraised by any bank or financial institution are based on management estimates and may be subject to change based on various factors, some of which are beyond our control.</li><li>Our Statutory Auditors have included certain emphasis of matters in our Restated Financial Statements.</li><li>The hospitality industry is intensely competitive and our inability to compete effectively may adversely affect our business, results of operations, cash flows and financial condition.</li><li>Our business is subject to seasonal and cyclical variations that could result in fluctuations in our results of operations and cash flows.</li><li>We have not yet placed orders in relation to the funding capital expenditure requirements towards upgradation and last-mile funding of hotel premises which is proposed to be financed from the net Issue proceeds of the IPO. In the event of any delay in placing the orders, or in the event the vendors are not able to execute the contract in a timely manner, or at all, may result in time and cost over-runs and our business, prospects and results of operations may be adversely affected. Our proposed expansion plans are subject to the risk of unanticipated delays in implementation due to factors including delays in construction and cost overruns.</li><li>We have not filed Form CHG-1 in pursuance to a ? 170,410,000 loan extended to us by HDFC Bank. While this is because the property to be mortgaged has not yet transferred to our Company following an NCLT Order, an absence of a formally registered charge could lead to increased scrutiny from regulatory authorities and this discrepancy could also undermine investor confidence and create a doubt regarding our creditworthiness.</li><li>Our Promoters, Directors and Key Managerial Personnel may have interests other than reimbursement of expenses incurred and receipt of remuneration or benefits from our Company. Certain of our Promoters and Directors may have interests in entities, which are in businesses similar to ours and this may result in conflict of interest with us</li><li>We have incurred indebtedness which requires significant cash flows to service, and this, together with the conditions and restrictions imposed by our financing arrangements, fluctuations in the interest rates may limit our ability to operate freely and grow our business.</li><li>Several expenses incurred in our operations are relatively fixed in nature, and our inability to effectively manage such expenses may have an adverse effect on our business, results of operations, cash flows and financial condition.</li><li>We rely on independent contractors for construction and renovation of our properties and any failure on their part to perform their obligations could adversely affect our business, results of operations, and cash flows.</li><li>Our inability to collect receivables in time or at all and default in payment from our customers could result in the reduction of our profits and affect our cash flows.</li><li>There are certain discrepancies in some of the corporate records relating to forms filed with the Registrar of Companies (RoC).</li><li>There are outstanding litigations against our Company, Directors, Promoters and Subsidiaries. An adverse outcome in any of these proceedings may affect our reputation and standing and impact our future business and could have a material adverse effect on our business, financial condition, results of operations and cash flows.</li><li>Some of our Group Companies are engaged in the same line of business. Any conflict of interest in future may occur between our group companies may adversely affect our business, prospects, results of operations and financial condition.</li><li>There are certain instances of delays in payment of statutory dues. Any delay in payment of statutory dues or non-payment of statutory dues in dispute may attract financial penalties from the respective government authorities and in turn may have an adverse impact on our financial condition and cash flows.</li><li>We are subject to a variety of risks relating to owning real estate assets including changes in local markets or neighbourhoods, lack of liquidity of real estate assets, uncertainty of market conditions, legal proceedings or regulatory actions by statutory authorities, which may have an adverse impact on our business and operations.</li><li>Our business is manpower intensive. It may be adversely affected by work stoppages, increased wage demands by our employees, or an increase in minimum wages, and if we are unable to engage new employees at commercially attractive terms, it could adversely affect our business, financial condition, cash flows and results of operations.</li><li>Our success in large part depends upon our KMPs and employees with hospitality expertise, and if we are unable to recruit and retain such qualified and skilled employees, our business and our ability to operate or grow our business may be adversely affected.</li><li>We have been unable to locate certain of our historical corporate records.</li><li>Any failure to maintain the quality and hygiene standards of the food and beverages that we offer, will adversely affect our F&B Revenue, overall business and financial performance.</li><li>We are subject to certain covenants under our financing and novation agreements and in case of any breach of covenants in the future, such non-compliance, if not waived, could adversely affect our business, results of operations and financial condition.</li><li>We do not own the premise in which our Corporate office is located and the same is on lease arrangement. Any termination of such lease / license and / or non-renewal thereof could adversely affect our operations.</li><li>Our business requires us to obtain and renew certain registrations, licenses and permits from government and regulatory authorities and the failure to obtain and renew them in a timely manner may adversely affect the operations of our business.</li><li>We rely on third parties for the quality services at our hotels. Any impact on the reputation of our hotels or the brands under which we operate or a failure of quality control systems at our hotels could adversely affect our business, results of operations and financial condition.</li><li>Our Promoters - Mansur Mehta, Mubeen Mehta and one of our Promoter Group member Shabnam Mehta have provided guarantees to lenders for certain borrowing of our Company. Any failure of our Company to repay such borrowings could trigger repayment obligations on them.</li><li>Some of our Group Companies are engaged in the same line of business. Any conflict of interest in future may occur between our group companies may adversely affect our business, prospects, results of operations and financial condition.</li><li>The music we play in our hotels' lobbies and restaurant may be protected under the Copyright Act. As a result of such infringement our Company's reputation may be damaged and the damages we may be required to pay, could have an impact on our cash flow.</li><li>Our Company has entered into related-party transactions in the past and may continue to do so in the future. There can be no assurance that such transactions will not have an adverse effect on our results of operations, and financial condition.</li><li>Negative customer experiences or negative publicity surrounding our hotel properties or the CLICK, SUBA, Comfort, Quality, Clarion, RnB, GenX, brands could have an impact on ability to source customers. Thus, we may also incur higher expenses towards business promotion in the future, to source more customers which may have an adverse impact on our business and financial condition.</li><li>We are subject to certain covenants under our financing and novation agreements and in case of any breach of covenants in the future, such non-compliance, if not waived, could adversely affect our business, results of operations and financial condition.</li><li>We have certain contingent liabilities disclosed in our financial statements and our financial condition could be adversely affected if any of these contingent liabilities materialize.</li><li>Our Company's logo and some other trademarks were not registered. However, applications for registration our trademarks have been filed with the trademarks authority. We may be unable to adequately protect our intellectual property and/ or be subject to claims alleging breach of third-party intellectual property rights.</li><li>The Objects of the Issue for which funds are being raised, are based on our management estimates and any bank or financial institution or any independent agency has not appraised the same. The deployment of funds raised through this Issue shall be subject to any Monitoring Agency and shall be entirely at our discretion of the Management of our Company, based on the parameters as mentioned in the chapter titled "Objects of the Issue".</li><li>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 conditions.</li><li>Any variation in the utilization of the Net Proceeds as disclosed in this Prospectus shall be subject to certain compliance requirements, including prior Shareholders' approval.</li><li>Our business prospects and continued growth depends on our ability to access financing at competitive rates and competitive terms, which amongst other factors is dependent on our credit rating. Any downgrade of our credit ratings may restrict our access to capital and thereby adversely affect our business, cash flows and results of operations.</li><li>Industry information included in this Red Herring Prospectus has been derived from an industry report prepared by Jones Lang LaSalle Property Consultants (India) Private Limited, exclusively commissioned and paid for by us for such purpose.</li><li>We could be adversely affected due to misconduct or errors of our employees that are difficult to detect and any such incidents could adversely affect our financial condition, results of operations and reputation.</li><li>Compliance with, and changes in, environmental, health and safety laws and regulations may adversely affect our financial condition and results of operations. The potential liability for any failure to comply with environmental laws or for any currently unknown environmental problems could be significant.</li><li>Fraud, theft, employee negligence or similar incidents may adversely affect our results of operations and financial condition.</li><li>We are subject to anti-bribery, anti-corruption and sanctions laws and regulations.</li><li>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.</li><li>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.</li><li>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.</li><li>We may be unable to successfully grow our business in new geographies in India, which may adversely affect our business prospects, results of operations, financial condition and cash flows.</li><li>We are subject to a variety of risks relating to owning real estate assets including changes in local markets or neighbourhoods, lack of liquidity of real estate assets, uncertainty of market conditions, legal proceedings or regulatory actions by statutory authorities, which may have an adverse impact on our business and operations.</li><li>Any failure of the information technology systems used in our operations could impair our ability to effectively provide services, which could damage our reputation and adversely affect our business and operations.</li><li>The Issue price of our Equity Shares may not be indicative of the market price of our Equity Shares after the Issue and the market price of our Equity Shares may decline below the Issue Price and you may not be able to sell your Equity Shares at or above the Issue Price.</li><li>Our Company may be subject to the risk of inaccuracies, errors or contradictions in property records and may not be able to identify or correct defects or irregularities in title to the properties which we own, lease or intend to acquire in connection with the development or acquisition of new properties.</li><li>An inability to establish and maintain effective internal controls could lead to an adverse effect on our business, results of operations, cash flows and financial condition.</li><li>Our Company has issued Equity Shares during the preceding one year at a price that may be below the Issue Price (other than Bonus Issue).</li><li>Our Company's ability to pay dividend in the future will depend on several factors, including but not limited to our Company's earning, capital requirements, contractual obligation, applicable legal restrictions and overall financial position.</li><li>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.</li><li>Our Corporate Promoters along with Promoter Group will continue to retain majority shareholding in our Company after the Issue, which will allow them to determine the outcome of the matters requiring the approval of the shareholders.</li><li>We are exposed to a variety of risks associated with safety, security and crisis management including risks associated with natural or man-made threats and accidents, which could cause an adverse impact on our business and operations.</li><li>We may not be successful in implementing our business strategies.</li><li>In the event there is any delay in the completion of the Issue, or delay in schedule of implementation, there would be a corresponding delay in the completion of the objects of this Issue which would in turn affect our revenues and results of operations.</li><li>The requirements of being a public listed company may strain our resources and impose additional requirements.</li></ul>

The Issue type of Suba Hotels Ltd is Book Building - SME.

The minimum application for shares of Suba Hotels Ltd is 2400.

The total shares issue of Suba Hotels Ltd is 6799200.

Initial public issue of up to o 67,99,200 equity shares of face value of Rs. 10/- each (the "Equity Shares") of Suba Hotels Limited ("Suba" or the Company or the "Issuer") at an issue price of Rs. 111/- per equity share (Inclduing Share Premium of Rs. 101 Per Equity Share) for cash, aggregating to Rs. 75.47 crores ("Public Issue") out of which 3,40,800 equity shares of face value of Rs. 10/- each, at an issue price of Rs. 111 per equity share for cash, aggregating up to Rs. 3.78 crores will be reserved for subscription by the market maker to the issue (the Market Maker Reservation Portion). The public issue, less market maker reservation portion i.e., issue of 64,58,000 equity shares face value of Rs. 10/- each, at an issue price of Rs. 111 per equity share for cash, aggregating up to Rs. 71.69 crores is herein after referred to as the "Net Issue". The public issue and the net issue will constitute 28.05%, and 26.64% respectively of the post-issue paid-up equity share capital of the company. Price Band: Rs. 105/- to Rs. 111/- for equity share of face value of Rs. 10 each. The floor price is 10.50 times times the face value and cap price is 11.10 times of the face value of the equity shares. Bids can made for a minimum of 2,400 equity shares and in multiples of 1,200 equity shares thereafter.